New Adventures of Supergirl
by Screaming Dean
Summary: A new take on Supergirl. This will have more slugfests than most of the Supergirl fanfics that are out there. In ch. 10 Supergirl takes on a mutated dinosaur and the Sinister Six with the help of a certain friendly neighborhood Spider-Man.
1. Introducing Supergirl

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or any character from D.C. comics.

!!SOUND EFFECTS!! _"THOUGHTS"_

Chapter One

Years ago on Planet Krypton. "Jor-El do you really believe Krypton will explode?" Jor-El's wife asked him as an earthquake rocked their home.

"Yes I do. That last earthquake is proof." !!BOOM!! "The council has continually ignored my warnings. So I've built two experimental rockets one for each of our twins, Kal-El and Kara Jor-El," Jor-El responded.

"But where will the rockets take them to?" his wife asked. "There are a lot of dangerous planets out there."

"I am sending them both to Earth, a planet where they will thrive and be able to do things no one else on the planet can do with powers far beyond those of mortal men," Jor-El answered proudly.

!!BOOM!!BOOM!!KABOOM!! Several adjacent buildings around them came crashing down as the ground under them ripped open and swallowed up some vehicles and people who screamed to their deaths.

"There's no time I have for calculations now. The planet is about to explode. Our children will be in suspended animation until they get to Earth. I don't know which one will get their first but I'm sure at least one of them will make it," Jor-El explained as he and his wife put each of their children in a rocket. Then Jor-El pressed some buttons and sent the rockets off. And then... !!KABOOM!!

Kal-El's rocket got to Earth first. Fifteen years later, Kara Jor-el's rocket arrived on Earth.

XXX

Years later in the Bensonhurst, New York City.

"Do you see how beautiful our new daughter, Gina is, Victor?"

"Yes, she is Antonia," Victor Sanducci said to his wife as she held their daughter in her arms after having given birth to her. "She will grow up to be a wonderful woman."

"There are a few more tests so we'll have to leave her in the nursery ward," their doctor, Max Malone explained as he walked into the Mrs. Sanducci's hospital room.

But after he took the baby away and went through the motions of the test, Dr. Malone was negligent, accidentally killing the little girl due to the fact he was high on drugs while doing the test!

_"What will I do? I'm screwed. My career is over! But wait. Wasn't there crying in that rocket that crash landed in my large backyard or was I so high that I dreamed all that up? Just to be sure, I'm going to go check and see. But I need to get there before my gardeners arrive."_

"Mr. and Mrs. Sanducci. I need to keep Gina over night for some tests. You can stay here and rest in your room, Mrs. Sanducci. both of you can see your daughter tomorrow as long as there's no other complications," the doctor said with a straight face.

"Is there something wrong with my baby? Antonia asked with concern.

"I don't there are any problems but I just want to be sure. There's no need for concern. I'll discuss what the results are tomorrow."

XXX

"I hope that baby is a girl assuming the kid's still alive. If I get out of this I will never take drugs or drink again, I swear!" the doctor said as he rushed home.

"Watch where you're going?!" a motorist who almost crashed into the Max's Lamborgini called out as Max had sped through the red light, driving faster than he had ever done in his entire life.

When the doctor got home, he checked inside of the rocket in his backyard. "Thank you! Thank you! Thank you!" the doctor exclaimed to no one in particular as the baby girl looked back up at him and cried. "This girl looks exactly like Gina from the hospital. Someone up there loves me!"

Max Malone quickly double backed to the hospital with the baby in tow but more carefully than last time. After sneaking in the hospital he found the dead baby and switched it with it's live look a like. Then he got rid of the dead baby.

Next day, in the morning, he brought the baby to the Sanduccis and told them the child was fine. _"I really dodged the bullet there,"_ the doctor thought to himself with relief.

XXX

A few days later, the Sanduccis took their child to a Catholic Church to be baptized. The priest had acquired a great deal of respect and had built of a great reputation as someone who was be able to cancel out curses and perform exorcisms. He also seemed to know when people were lying to him and knew what was wrong with people and what they needed.

While the priest was proceeding with the ritual, he stopped for a moment. "I sense a weakness to magic in this child. Otherwise she will thrive. I am going to pray this weakness off of her. I also sense she will become a great hero someday," the priest explained. After saying some prayers, he baptized the baby.

XXX

Over the years Gina proved to be very atheletic. Her parents had put her in tae kwon do, wing chun kung fu and jiu jitsu classes when she was very young. She also learned acrobatics and breakfall skills. Becoming a great athlete, she excelled in boxing, kickboxing, Greco-Roman wrestling and street fighting. She learned everything quickly, getting black belts earlier than most did, winning many tournaments. She also won most of her wrestling matches and street fights.

While she was taking martial arts, an old woman noticed her. _"She is a lot more powerful than she looks. Her potential is great. Maybe I'll take her on as a student,"_ Madame Chang thought to herself.

Her father, Victor, was a professional baker and pastry chef so she learned these skills as well. She did so well in school that she got a scholarship to a good college, learninged how to use computers, accounting and other skills. She actually went to college early and graduated when she was seventeen, proving to be an overachiever.

By the time she was 17, Gina stood at a height of five feet ten inches tall, weighing a fit 150 pounds. Her measurements were a busty 40-26-38. Each of her well muscled arms were 12 inches around. She was very beautiful and powerful looking with long blond, luxurious hair and blue eyes, looking like the cross between a bodybuilder and a fitness model.

After Gina's college graduation ceremony, her family went home. Waiting for them were four suspicious looking men, wearing dark clothes. "Mr. Sanducci." the biggest one of them said with a thick Russian accent, "You owe us protection. Pay us or suffer the consequences."

"I don't owe you anything and I don't have to pay any protection. Most of the mafia have been arrested and put in jail where they belong. Now get out of here!" Mr. Sanducci said.

"Wrong answer, comrade." As the men moved in to attack her family, Gina attacked first with a great deal of speed. When she got in the midst of them, she kneed them in the groin area and punched them in their solar plexuses, taking them down with a great deal of pain and suffering.

"Gina how did you move so fast?" her mother asked.

"I've done a lot of training and some hard fights on the street, Mama," Gina answered. After her father had called the police and told them what happened, the men were taken to the hospital.

_"Wow! That was amazing! I think she's a metahuman. If I train her in my martial arts style she can make me a lot of money winning tournaments,"_ Madam Chang thought to herself after having watched the whole event.

"Your daughter must be really tough to take on four of Ivan Kolaff's men. But you better be careful of Ivan Kolaff. He's the most powerful member of the Russian Mafia and he has taken over this area. Maybe you should pay them anyway. Even the police are afraid of them," the cop who had showed up after Gina's fight said.

"I won't pay protection. I won't," Mr. Sanducci said with determination.

"Your funeral, Pops," the cop thought as he wrote the report.

XXX

Next week, while Gina and her parents were working in the bakery, a bomb went off, destroying the shop killing Gina's parents in the process. Among the wreckage Gina stirred and got up.

"One of them survived, the daughter I think," one of the men who placed the timebomb said.

"Get her. We'll bring her to the boss. Maybe we use her for prostitution."

As one of the men went to her and tore her shirt off, Gina got up. Even though he was surprised, he still took out a blackjack and attempted to hit her with it. !!WIFF!! "What the..."

"What do you thugs think you're doing?!" Gina exclaimed with a look of anger and determination. "Are you the ones who killed my parents?!"

"Shut up, you bitch! You will soon know your place!" the goon said as he raised his hand to strike her again. But Gina struck him first with a right cross knocking him out and breaking his jaw.

"We will finish you off this time." !!BLAM!!BLAM!!BLAM!! The other thug had a look of outright shock on his face as the bullets bounced off of Gina's indestructible body, shredding her loose clothing, leaving her tight underwear intact. "What are you made of?" the thug asked as he quickly went to his the car and grabbed a high level uzi and blasted her with it. !!BOOM!!

"Ungh!" Gina moaned, still woozy from the bombing thus passing out unharmed.

Then Madam Chang appeared out of nowhere and knocked out the other man with a shiatsu attack. As soon as she saw that the coast was clear she picked up Gina and carried her away.

XXX

A few hours later, Gina woke up in a room she had never seen before. "What is this place?!" she said out loud.

"You are in my humble home," the ancient woman said to Gina. "You have a great deal of potential in the martial arts. I know you want revenge on the people who killed your family. So I will train you and make you invincible. And after you've won some tournaments and underground fighting bouts, you can go back home and get your revenge."

"Hey! You're that lady I saw at the last tournament I was in. You're a friend of the sensei, arencha?" Gina asked with a thick New York accent.

"Yes. I in fact trained your sensei. I can train you as well. As soon as I'm finished training you, you will have surpassed your previous sensei"

"Really? No frickin way!"

"Yes. Your potential is that great. So are you interested?"

"Sure I'll learn from ya. Then I'm going back and kick the frickin asses of those Russky gangsters."

"Good. We'll begin your training now."

XXX

Over the months, while she trained Gina, Madam Chang perceived Gina's super powers, setting up "training exercises" for Gina so that it would seem as if she "learned" her powers. "I bet she's related to Superman in some way," Madam Chang thought to herself while she trained her in secret in an out of the way place in her native Taiwan.

"Now Gina few people have the capability to fly, but I think you can do it if you concentrate and train hard. I've already taught you gung fu, iron skin, taichi, speed hitting and my secret kung fu style," Madam Chang said with an air of authority.

"I dunno, Teach. Flying? Yous taught me a lot of stuff, but flying?" Gina asked increduously.

"We'll start of with just levitation. Here I'll show you," Madam Chang said as she levitated five inches off of the ground. "Now I am an old woman so there's only so much I can do. But you are young so who knows how far you can go."

Madam Chang also taught her Chinese acrobatics, breakfall, and contortionism. She also "taught" her how to break out of chains, bend steel with her bare hands and shatter boulders and rocks. Eventually, she entered Gina in tournaments and street fighting competitions which Gina always won. Fortunately for her opponents, Gina had learned how to hold back on her punches so as not to kill anyone.

At one of these tournaments, Bruce Wayne was a spectator having had some business in town as Batman, having dealt with some Chinese mafia gangsters who had fled Gotham after Batman had busted up their operations. Fleeing back to Taiwan hadn't helped since Batman had tracked them down there.

_"This Gina Sanducci has powers similar to Superman. Her speed and strength are unparalled and every attack bounces off of her, even the attacks which would kill or maim most people don't faze her,"_ Bruce thought to himself as he watched Gina's fight.

Everyone knew that she was Madam Chang's star pupil which didn't really surprise anyone since Madam Chang had a reputation for being a very competent teacher. Even Bruce had trained under her for a period of time as a teenager, finding out she wasn't very honest and that she had actually stolen some gold and silver from prominent gang leaders. No one figured out who had stolen the gold and silver except for Bruce Wayne himself.

She even had Bruce himself help her steal some of other precious objects. Bruce had went along with it, learning a great deal about thievery and the Asian criminal element in addition to martial arts from Madam Chang. _"I think I'll pay Madam Chang a visit, after I investigate Gina Sanducci,"_ Bruce thought to himself.

XXX

As Dr. Malone turned on the light he saw a dark figure wearing a cape and cowl. "Batman! What are you doing here? Aren't you just an urban legend. You can't be real! I haven't gotten high in years!" the doctor exclaimed in surprise.

"I want to know about that rocket that's buried in your backyard. I know you were fired from the hospital for being on drugs and that you are on probation. Now tell me everything you know about Gina Sanducci." Batman asked in an intimidating manner.

"I-I don't remember every baby I helped deliver," the doctor said, trembling.

"Do you remember the ones your negligence got killed? I know the real Gina Sanducci died because of your negligence while on drugs. I am sure the police would like to know about that as well."

"All right, all right. I'll tell you everything. Just go away and leave me alone after I tell you," the doctor said trembling with guilt, having been feeling bad about the real Gina Sanducci's death. Thus he came clean and told Batman everything.

XXX

While Gina was training, Madam Chang was counting all the money Gina had won. Then she sensed a familiar presence.

"Greetings Madam Chang," Lady Shiva said.

"What do you want?" Madam Chang asked nervously.

"The ganglords have figured out who robbed them. They found some of their gold in a hidden room on your property. Now they have hired me to kill you and your prize student," Shiva said in a matter of fact manner.

Chang knew she couldn't beat Shiva so she tried to bribe her. "You want some of the gold? How about if I split it with you?" She seemed to reach for some money but actually had a smoke bomb hidden. Tossing the exploding smoke bomb in Shiva's direction, the wily old woman got up. When the smoke had cleared, she was gone.

Madam Chang ran outside to where Gina was training with Lady Shiva hot on her heels. "Gina help!" Gina turned around and saw Shiva about to attack her teacher. Moving at superhuman speed(something she believed Madam Chang had taught her how to do) she placed herself between Lady Shiva and Madam Chang.

"You think you can stop me? Do you think you're as good as me?" Lady Shiva laughed in her face.

"What is this? You laugh at me? You laugh at me? I go your laughs. I got your laughs right here, pal," Gina said with a thick New York accent.

"That's just fine I'll kill you first," Shiva said as she attacked.

Gina blocked her kicks and punches and then counter attacked. She was so fast that Shiva could not block or evade all her rapid fire attacks. Thus Shiva went down with a broken nose, jaw and cracked ribs. Fortunately for Shiva, Gina was still holding back.

"Kill me and my student will you?" Madam Chang said as she walked over to Shiva's prone form. "I will deal with you. You should have taken the deal I offered you."

"Hold it, Madam Chang!" a strong dark voice said. Gina and Chang turned to see Batman.

"How dare you talk to your former teacher that way!" Chang said with an air of arrogance. "That's right. I know that I trained you a long time ago, Jake Thompson.(that was the name Batman used when he trained under Chang) I always know my students."

"Save it, Chang." Batman said coldly. "I'm not going to let you kill Shiva."

"Gina stop him!" Chang ordered.

"Uh, I don't know. I don't think I oughtta fight Batman. I heard he was invincible. I wasn't even sure he existed," Gina said with uncertainty.

"Don't sell yourself short. You beat Shiva and she's the deadliest assassin there is," Chang said confidently. But before anything could happen. Batman went over to Gina and knocked her out with one punch. No one noticed the green rock that was in his hand as he struck her, having put the rock away without anybody seeing it.

Both Shiva and Chang were in shock at Batman's quick victory over Gina. "Now Chang, I am going to take Gina away. You've made enough money off of her." Then he turned towards Shiva. "I suggest you not bother Madam Chang anymore Shiva. Chang's student is the loyal type. She might want revenge if you kill her teacher," Batman said as he picked Gina up and carried her away.

Lady Shiva looked up for a moment then passed out, not being in any kind of shape to defeat Madame Chang at the moment.

_"Blast it!"_ Madam Chang thought. _"Gina was the best student I ever had! I better take my money and run. Shiva may come back for me after she has recovered. So I will have to disappear. But how did Batman defeat Gina so easily? Gina was practically invincible."_

XXX

Gina woke up in a strange room. As she got up and opened the door, she saw Batman talking to some other super heroes. Then she noticed Superman was there!

"It looks like our guest is awake," the Martian Manhunter said, motioning to Gina.

"What's goin on here? And where am I?" Gina asked as she looked around.

"You're in the Justice League Satellite," Flash said admiring the view of her.

"What are ya, the Flash or somethin?" Gina asked incredulously.

As Superman looked at her, he could have sworn he had seen her before. "We need to run some tests on you. Batman believes you are a relative of mine," Superman said.

"I'm not related to ya, unless you're Italian. My parents were Victor and Antonia Sanducci," Gina stated.

"They are not your biological parents. You were switched at birth. You actually came from another planet. I strongly suspect the same planet Superman came from," Batman interjected.

"We just need to do some tests to be sure. I've seen some of the things you've been able to do. You can actually fly, can't you?" Superman asked, regarding the powerful girl.

"Uh, yeah but that's due to martial arts trainin. Madam Chang taught me a lot. I learned how to move fast, shatter boulders with my bare hands; Madam Chang improved my martial arts greatly. I've never got my ass kicked ever since she started trainin me," Gina explained.

"Hmm. Let's run the tests and find out for sure," Superman stated.

XXX

"The tests have come in and we are brother and sister. I've also checked out the rocket you came in on. It is identical to the rocket I came in on," Superman stated.

"No way!" Gina exclaimed.

"I want you to search your deep subconscious memories as I help you bring them out," the Martian Manhunter said as he used his telepathy. Eventually all the memories of the planet Krypton came to her. All the events of her life became vivid to her and everyone there; even being switched at birth.

"Gee. I'm surprised at all this. Here I thought I was just a great martial artist. I still want go after those Russian mobsters who killed my parents, though," Gina said with determination. Then she gave Superman a sisterly hug. "Nice ta meetcha big brother."

XXX

Gina was trained thoroughly in the use of her powers by Superman and got a uniform similar his. Even though she wasn't quite as strong as Superman, she was better skilled in hand to hand combat due to the training of Madam Chang.

In time a secret identity was made for her. She learned how to stoop a little so as to look shorter, put hair in a bun, wore glasses and made herself look not a little nerdish. After learning Kryptonian and it's history, she learned all the languages of Earth. She also learned to speak more proper English and be more soft spoken at least in her civilian I.D.

Her new civilian name was Agnes Stapleton, someone who had died but no one knew anything about. This person was actually born in Gotham City. After the original Agnes Stapleton's background was checked, it was found that she had no family and had the same kind of skills Gina had. Gina was taught to disguise herself as Agnes and to look like her while in civilian I.D. After being set up in a house near Bensonhurst, she set up her own business with her computer online.

Eventually Supergirl was ready to make her appearance.

XXX

AUTHOR'S NOTES: This Supergirl basically looks like the Supergirl of the late 70's and early 80's. Her uniform is the one with the shorts and the shirt with the small **S** symbol on her left breast. She's also a lot more beautiful, being somewhat muscular but not too muscular. If you want to see what I'm talking about go to my website and go to Images of My Marvel/DC Fanfiction. When you scroll down you'll see a lot of Supergirl pictures there.

I thought I would give you Supergirl's abilities in Classic Marvel stats. Just look up Classic Marvel, then scroll up to Profiles, then go to D., then go down to Supergirl-Kara. Her abilities are same except for these modifications.

FIGHTING: AMAZING (50) This means an ultimate human fighting machine. This is basically the human limit.

AGILITY: AMAZING (50) This means the ability to perform acrobatic feats and dodge multiple gunshots with ease. This is basically the human limit.

STRENGTH: UNEARTHLY (100) This is basically at the limit of human comprehension.

ENDURANCE: UNEARTHLY(100) This is basically at the limit of human comprehension.

REASON: EXCELLENT (20) This level intelligence is about the equal of someone who has a master's degree.

INTUITION: REMARKABLE (30) This level means great attention to details and attention to environment much like a good detective.

PSYCHE: AMAZING(50) This means an indomitable will power.

REASON: EXCELLENT (20) This level intelligence is about the equal of someone who has a master's degree.

INTUITION: REMARKABLE (30) This level means great attention to details and attention to environment much like a good detective.

PSYCHE: AMAZING(50) This means an indomitable will power.

Health: 300.

Karma: 100.

Resources: Excellent

Popularity: 40.

Her powers and limitations are the same as the canon Supergirl except she does not have the weakness to magic.

Her talents are thus.

Acrobatics, Tumbling, Martial Arts-All, Wrestling, Escape Artist, Cooking in general, Italian Cooking, Baking, Aerial Combat, History: Human and Kryptonian, History: Organized Crime, Computers, Weaponsmaster: Common Melee Weapons, Martial Arts Melee Weapons, Streetwise, Accounting, Business Law, Astronomy, Eidetic Memory, Speed Reading, Lightning Calculator, Electronics, Advertising, Secretary, Linguistics: All Earth Languages

So there you have it. I plan on making this fanfic more of a slugfest than some of the other Supergirl fanfics I've seen. If there's something you like that I'm doing, let me know about it. If there's something, you don't like that I'm doing, let me know about that. If there are any questions send me a review.


	2. Supergirl versus the Enchantress

Supergirl Revamped

DISCLAIMER: I do not own Supergirl. This is simply fanfiction.

_"THOUGHTS"_ !!SOUND EFFECTS!!

Chapter Two.

"Who'd have thought that Gina Sanducci was really related to Superman?" one of the higher ranking Russian gangster asked out loud.

"There were plenty of clues," another said.

"Enough!" Ivan Kolaff yelled, pounding the table in front of him. He had silver hair, but despite the fact that he was in his fifties he looked like he was in his thirties, resembling a cross between a body builder and a mad scientist. He was five feet ten inches tall weighing one hundred and eighty five pounds. He was a handsome but fearsome guy with a beard and no mustache. He also wore a pair of glasses which gave him x-ray vision.

"Our problem is she knows we killed her parents. She may want revenge at worst. At best she will make us a priority. She's not liable to be impressed with the fact that we've paid a lot of cops and politicians off.

She's done a lot of good helping people, putting out fires, stopping crime in general and helping the Justice League. Ever since that reporter Clark Kent interviewed her, her story has been all over the news. Clark Kent has also done an expose on us and our business. Now we have a whole lot of attention we don't need."

"Greetings, Ivan," the Enchantress said as she sashayed in the room seemingly out of nowhere. Even though she was in her sixties, she looked as if she were twenty years old, being tall and statuesque with luxurious, long dark green, inhumanly beautiful hair of which she was very proud. She also had a voluptuous yet slender figure, being inhumanly beautiful and sexy with alluring, beautiful green eyes and an intoxicating fragrance. She wore dark green boots and what seemed like a dark green corset a dominatrix would wear and a long dark green cape. The men there could not take their eyes off of her as she gave off a magical, powerful aura.

"Greetings, Enchantress," Ivan said.

"I understand you have a problem with the newly crowned Supergirl," the Enchantress said.

"Yes I do. And thanks for using your magicks by destroying the competition and weakening the will of the local law enforcement and the local populace. I especially appreciate you locating anyone who was in the witness protection program and intending to testify against me or my gang," Ivan said with a smile.

"It was nothing. You paid me very well, of course. But dealing with this Supergirl will cost you so much more. I understand that she and her brother have a weakness to magic. For a large fee, I will deal with this Supergirl," the Enchantress said with a toss of her hair which caused the men in the room to sigh happily.

"Okay, Enchantress. It looks like we have deal," Ivan said with confidence.

XXX

Supergirl was flying through her old neighborhood in Bensonhurst when she was blasted by an energy beam which sent her flying end over end into the side of a tall building. When she regained her bearings she turned and saw a woman wearing green imbued with green energy, floating in the air several feet from her.

_"That blast should have killed her. What is going on? My senses tell me she doesn't have a weakness to magic. No matter. I'm powerful enough to destroy her anyway,"_ the Enchantress thought, bewildered.

"Who are you? What's your problem? And what's the big idea?" Supergirl said as she flew towards the Enchantress and struck her green mystical force field.

"You are such a joke! Ha ha ha ha!" the emerald woman laughed at her.

"What is this? You laugh at me? You laugh at me? I got your laughs. I got your laughs right here, pal," Supergirl said as she cracked her knuckles. "And by the way, who are you?"

"I'm the Enchantress and I've been hired to kill you. You should have left well enough alone, Supergirl. Now you'll join your step parents," she said as she tried to blast Supergirl again as the maid of steel flew hard and fast, avoiding the attack.

Finally stopping, Supergirl clapped her hands together, creating a shockwave knocking the Enchantress off balance. Then she flew towards her at super speed and nailed her with a snap kick, striking hard enough to make the Enchantress feel the blow through her force field.

"Nothing you do can stop me. My magic makes me invincible," the Enchantress said despite feeling not a little pain.

"I did not know you were so tough so I'll just have to hit you harder," Supergirl said as she flew into the Enchantress knocking her back several feet into an advertisement billboard. Then she hit her with super speed punch and kick combinations that rocked the green haired woman back.

These attacks stunned the Enchantress as she felt even more of the damage of Supergirl's attacks getting through her force field. Teleporting a distance away, the Enchantress blasted Supergirl with an eldritch blast that made her cry out in pain. But despite all this the brooklyn girl toughed out the attack and countered with her heat vision.

"Looks like I got your number Enchantress," Supergirl said as she renewed her attack. She then knocked the Enchantress back several feet sending her end over end with a well placed roundhouse kick.

_"Supergirl is more powerful than I thought. I am going to have to pull a rabbit out of my hat." _Then she came up with an idea._ "I'll hit her with the magic dust I have on me. Once I hit her with this she will start to decompose. Even if the effect won't be as much as I would have thought it will still weaken her enough so I can finish her off,"_ the Enchantress thought craftily.

She threw the dust at Supergirl but the maid of steel used her super breath to blow the dust back at Selene. As the dust began to have an effect on the Enchantress, she lost her good looks, her gorgeous figure and her beautiful hair. In fact she was now hideous and bald!

When the realization of what happened hit her, the Enchantress screamed a blood curdling scream. She saw that her hands were wrinkled and that her voice was cackly as well. Looking a lot older than her sixty some years, she turned to Supergirl.

"This is all your fault!" the Enchantress screamed as she pointed at maid of steel. "I will make your life as horrible as possible! You will pay for what you've done! I won't just kill you. That would be too easy. I will make your life so miserable that you will beg me for death when I'm through with you!" With that the Enchantress vanished.

Supergirl shook her head in pity. _"I'm sorry that happened to her but that was what she had planned for me."_ She then flew around the area and went back to her patrol.

XXX

"Enchantress! What happened to you?" Ivan Kolaff asked in shock as he barely recognized her.

"Don't look at me!" she screamed. "This is all Supergirl's fault! When I return I will wreck my vengeance upon her!" Then the woman in green vanished.

_"I will have to do what I was thinking of doing in the first place. I will hire some mercenaries and buy some equipment maybe from Lex Luthor or Intergang Supergirl,"_ to deal with Ivan thought to himself, contemplating the super powered armor on which he was already working.

Unbeknown to anyone, Ivan Kolaff was in fact a genius, having used his genius and scientific experiments to give himself super human intelligence, strength, toughness and endurance. However, his physical abilities were nowhere near Supergirl's level.

He also had some mental powers. Among them were a psi screen, mind control, mind reading and mental blast. The mind control and mind reading weren't that strong; but he used these to a great advantage. The mental blast he didn't use that much because, unlike the his other mental powers, his mental blast was very obvious.

He was proficient at several sciences, gadgetry, and mechanical engineering. He was also practiced in streetfighting, Thai kickboxing, jiu jitsu, tae kwon do, kung fu, Russian wrestling and Russian commando training. He had a few other skills as well.

Enchantress was a great help and very useful. But he would have reached the top without her. As a former K.G.B. agent, he knew a great deal about the Russian mafia and a lot about America as well. It was no problem making a place in Russian mafia after the Soviet Union collapsed.

He had used his extensive knowledge(with help from his photographic memory, computer and speed reading skills. Not to mention his unusual high capable math skills) to get all sorts of information on a variety of subjects and people. He was much more than the hardass gangster leader people thought him to be. With or without the Enchantress's help he was going to eventually rule all of New York City not just the Russian area and Bensonhurst. He was rapidly expanding as it was.

XXX

At her home in New York City near Bensonhurst in her secret identity of Agnes Stapleton, Supergirl was doing some work online. While thinking about what happened to the Enchantress still bothered her, she realized she had not seen the last of her. !!KNOCK!!KNOCK!!KNOCK!! "Who's that at the door?" Agnes used her x-ray vision to see who it was first then opened the door.

"Hi, doll!" Kyle Rainer (also known as Green Lantern)said. "I'm just checking on you to see how you are doing. So how are you doing?"

"I'm doing okay. You might as well come in. But I was wondering. Have you ever been sorry or horrified by what happened to a super villain you were fighting?" Agnes asked as she held her shoulders.

Kyle thought for a moment. "Maybe once. But if the villain I was fighting did it to himself, well too bad. Sometimes villains go to great lengths to make their plans go through. But sometimes their plans blow up in their faces."

"You have no idea how right you are," Agnes said to Kyle. During that time, the two of them discussed many other things, had dinner together and then Kyle left.

_"I feel so much better after talking about what happened but I wonder how many more enemies I'll have to deal with in the future," _Agnes thought to herself, contemplating the future.

XXX

_**"Alert! Alert! There's a robbery going on at the First National Bank of Bensonhurst! The robbers are wearing armored suits and have hi-tech weaponry! They've already taken out the guards and a few policemen!"**_ Agnes heard from her scanner.

"This looks like a job for Supergirl!" Agnes exclaimed as she changed into her superhero identity at super speed. After making sure no one was watching, she flew from her home and towards the bank that was being robbed.

When she got there, she saw a bunch of men in shiny, silver colored suits, armed with laser rifles and carrying bags of money. She stepped in front of them. "Knock it off! Give it up!" Supergirl said with authority, practically striking a pose.

"We're not giving up, you page 3 wannabe! Now sod off!" one of the bank robbers said with an Australian accent.

"Never would I imagine you treating me with such disrespect!" Supergirl said as the men opened fire on her. !!PING!!PING!!PING!!

"The lasers are bouncing off of her! Talk about tits of steel! Criton!" Then the maid of steel moved in on her attackers at super speed, disarming them of their weaponry by destroying them, knocking the robbers out cold.

Then she grabbed one she didn't quite knock out. "Are there anymore of you's guys?" Supergirl asked the bank robber.

"Yeah, there's one more . But you'll never beat him so don't even try it. Cause he's too bad for ya!"

"That's enough out of you!" !!POW!!

Once Supergirl went inside the bank, everyone was unconscious including the guards. Then her super hearing heard something. Using her x-ray vision she saw a man in armor that was a little different than the others.

"Where do you think you're going?!" Supergirl shouted. The armored man turned towards Supergirl and blasted her with concussion force lasers that were stronger than what Supergirl had dealt with before. "Yeow!" It was so much that she went flying back through back outside through the supposedly shatter proof glass doors of the bank.

As Supergirl got to her feet, the armored man sped towards her, striking with blows that knocked her up into the sky.

"I am Mechaman, and you've just fallen into my trap," Mechaman said sounding like a robot. He flew into the air where Supergirl was in order to attack her again. But Supergirl had other ideas. Flying towards at him with super speed, she nailed him with a roundhouse kick that knocked him several feet back. But Mechaman wasn't out of it yet as he blasted Supergirl with another powerful concussion laser attack.

"Ungh!" Supergirl was knocked back and sent crashing through an empty apartment building. She then flew back at Mechaman with a full speed move through that knocked him through an advertisement billboard. As Supergirl closed in, she hit Mechaman with hundred of punch/kick combinations. Mechaman hit her with several times, too making them go at it toe to toe. But Mechaman was taking the worse of it. "You wanna fight. I got your fight. I got your fight right here!" she said as she renewed her attack.

_"I better withdraw. This was only a test run anyway," _Mechaman thought as he tried to fly off; but Supergirl flew after him. He then blasted an abandoned building nearby making sure it would fall on some of the people who were watching the fight. "You can save those people or try to catch me. Goodbye, Supergirl," Mechaman said as he flew off.

Supergirl flew to the building and kept it from falling. Pushed the building back into place, using her heat vision to weld the foundation back into place. By the time she was done, Mechaman was gone.

XXX

Once Ivan had returned to his headquarters he mentally went over what had happened earlier. _"The men who were with me have been captured by the police; but they were expendable. I'll see about hiring some more super powered mercenaries later. I also need to upgrade my Mechaman armor."_ Then he heard a crash at the front door.

"Ivan Kolaff!" Supergirl yelled as she knocked out some of his bodyguards and came crashing through his main office. "That was you who attacked me, Ivan. I just know it," Supergirl accused as Ivan began to laugh.

"You laugh at me? You laugh at me? I got your laughs. I got your laughs right here!" Supergirl said, cracking her knuckles.

"You don't have any proof that it was me who was Mechaman," Ivan laughed.

"I never said you were Mechaman," Supergirl said triumphantly with a smirk as Ivan looked at her with hostility and anger.

"Get out before I call the police on you!" Ivan yelled. "You cannot prove anything on me. Now get out!" Supergirl left but not before giving the place an x-ray vision once over. She did not find anything so she made an about face and left.

_"I am going to have to find some way of fixing that bitch and good,"_ Ivan thought. _"I think I'll hire a mercenary. Yes, I know. I'll hire that girl who can walk through walls and can make others intangible as well. What was her name again? Immaterial Girl; that was her name."_

Then the phone rang. "Hello. Who is this and what do you want?" Ivan answered the phone roughly.

"Hello, Mr. Kolaff. This is Lex Luthor. I hear you've been having problems with Supergirl and that she has been ruining a lot of your operations." Lex Luthor said.

"She has made assumptions on me. But of course, I'm a legitimate business man," Ivan Kolaff answered.

"Of course," Luthor said sounding as if he believed him. "I have some products that might be of interest to you."

"Really? What do you have?" Kolaff asked with interest. After some time they made a deal.

XXX

AUTHOR'S NOTES: So what do you think? I'm planning on either making up some more enemies for Supergirl or bringing in some enemies from D.C. Comics. If any of you have any ideas let me know. Here are Ivan Kolaff's stats. I am using Marvel Comics stats because most people know the system. You can look up Classic Marvel for more information.

Fighting: Amazing (This means ultimate human fighting machine)

Agility: Incredible (This level means capable of doing acrobatic feats along with the ability to dodge single shot gunfire with ease)

Strength: Incredible (This is the ability to lift 10-25 tons)

Endurance: Monstrous (This means Superhuman fortitude, rarely tires)

Reason: Amazing (Genius:- Level 2 (Multifocus); create leading tech.)

Intuition: Amazing (This means In tune with surroundings; strong hunches)

Psyche: Unearthly (A mind closed to external forces)

Health: 205

Karma: 200

Resources: Monstrous

Popularity: 10

POWERS

Hyper invention: Amazing

Hyper Intelligence: Amazing

Mind control: Remarkable

Mind probe: Incredible

Mind blast: Amazing

Total memory: Amazing

Psi Screen: Unearthly

Excellent resistance to physical and energy attacks.

EQUIPMENT

Glasses: Flash defense Incredible, Penetrating vision x-rays amazing. Incredible material.

Clothing: Various hidden gadgetry, Incredible body armor versus physical and energy attacks. Incredible material.

Walking stick: Incredible laser energy blast. Incredible material.

Mechaman armor: Unearthly material.

Unearthly body armor versus physical and energy attacks.

Unearthly energy blast.

Amazing flight.

Unearthly strength.

Unearthly endurance and other abilities.

Skills:

acrobatics, breakfall, martial arts-all, wrestling, leadership, languages Russian, English, Italian and many others, sciences-several, weapon master, biology, chemistry, computers, engineering, robotics, physics, gadgetry, repair/tinker, electronices, business/finance, criminology, law, law enforcement, espionage, organized crime, and some others.

Contacts: Former K.G.B. agents, former Soviet military, current Russian military, politicians in the U.S., Russia and other countries, various crime bosses, the underworld, Enchantress, mercenary supervillains.


	3. The Immaterial Girl

Supergirl Revamped.

I do not own Supergirl or any of the characters from D.C. comics. This is simply fanfiction.

!!SOUND EFFECTS!! _"THOUGHTS" _

Chapter Three

A young woman wearing a yellow shirt and blue jeans in an eighties style walked inside Ivan Kolaff's main office building. She looked a lot like Madonna did in her _Material Girl _music video except she was a little more fit looking, her real name being Donna Madison, but her code name was the Immaterial Girl! Standing at five feet four inches tall, she had a nice figure, being cute and sexy.

When she walked in the office a couple of large goons stopped her. "Where do you think you're going, little girl?" one of them said.

"Like, I was called in here, OK?" Donna said in her valley girl accent.

"Oh, you must be new prostitute. The entrance for you is over there," the other goon said pointing at another door.

"I'm not that kind of whore! I'm like, a mercenary, OK? If you're gonna, like, give me a lotta smoke, I'll just leave, OK?" Donna said as she made her way for the door.

At that point, one of the goons put his hands on her. Big mistake. Donna easily flipped the goon over and on the ground. Upon seeing this, the other goon attacked, but Donna hit him in the solar plexus with a roundhouse kick. Then the Immaterial Girl struck the goon that she had thrown to the ground earlier in the jaw as he attempted to get up. In seconds both were unconscious.

"What is going on here?!" one of the reinforcements called out as more men came in with guns drawn. Donna did an about face and was about to leave when Ivan Kolaff called out to her.

"Donna, come into my office!" Ivan said from the door of his main office, motioning for his men to stand down and go back to their other duties. Donna then walked right through the door of Ivan's main office.

"Like, what was that about?" Donna asked, somewhat annoyed.

"I wanted to see if you could still handle yourself. Obviously, you still can. Now what I want you to do is rob New York City National Bank. I will of course allow you to keep, shall we say 40%?" Ivan offered.

"Gag on a spoon old man! Try 75%. I gotta a huge gang backing me up with all kinds of expenses to consider," Donna said excitedly.

Ivan gave her a cold harsh glare and almost lost his temper but calmed down as Donna showed how unaffected she was by his scary stare, sitting there waiting for Ivan to come up with a number she would accept. "All right! 50 %. Keep in mind that I will have to launder money and scan it for bugs or tracers," Ivan said, convincing her.

"Fine, Pops! So when is this heist supposed to take place?" Donna asked irreverently.

"A week from now will do. Make sure you don't get caught," Ivan ordered sternly.

XXX

A week later, Donna Madison also known as the Immaterial Girl showed up at the New York City Bank with her gang of about a hundred. All of them except for Donna herself wore masks as they dressed in eighties type clothes which were also bullet proof resistant. The men and women under her were also armed with laser rifles.

According to plan, the Immaterial Girl phased through the back of the back and turned off all the alarms and the video cameras. She also searched through the bank in order to find out where the money and gold was.

When she sneaked back out to where her gang was, she told them everything she knew and gave her gang their marching orders. They then went in the bank and started the robbery.

"Everybody down! This is a holdup!" the lead henchman yelled, shooting his rifle in the air.

One of the tellers stealthily pressed the alarm button but nothing happened. Then she began to press the button so frantically that the lead henchman caught her, summarily executing her for her effrontery. "Anybody else want to piss me off!" the higher ranking bank robber threatened as he brandished his smoking weapon menacingly.

While this was going on, the other robbers went straight to where Immaterial Girl had told them to go as the Immaterial Girl used her powers to make the vault doors immaterial so her thugs could go inside and get the money, gold and any other valuables. She and her crew also had several subspace bags she had used her powers and inventor skills to create. These bags allowed them to carry a lot more loot than they would have been able to carry otherwise.

The members of Donna's gang moved like a well oiled machine, practically cleaned the bank out making the whole heist go off without a hitch. As she and her gang were leaving, the Immaterial Girl sang, **"I'm living in a material world but I'm the Immaterial Girl. You know it! I'm living in a material world but I'm the Immaterial Girl."**

XXX

"Well, what have we here?" Ivan Kolaff said to no one in particular as he read the morning newspaper the next day. _"The authorities have no idea who robbed the bank because someone had turned off the video cameras in addition to the alarms. Donna and her gang really came through_, _bringing the loot right at the at the rendezvous point where the spoils were divided. I made approximately five hundred million in gold and cash off of that heist. Now I have even more money to hire any mercenary I want. Laundering the money will not be a problem."_

XXX

!!RING!! "Hello," the president of the bank said, answering the phone. "What?! What do you mean the bank was cleaned out?! You told me the security was foolproof!" !!RING!! "Hold it, Stan. My other phone's ringing."

"Hello? Yes, I know the bank has been robbed. I'm working on a way to get the money back right now. I have to go now." !!CLICK!! !!RING!!

**_"I put a lot of money your bank because you convinced me it was so secure even a super villain couldn't steal it. What are you going to do about all this?!" _**

"I'm working on it right now, Mr. Walberg. I'll get right back to you." !!CLICK!! !!RING!!RING!!

**_"It sounds like you're getting irate calls right and left, sir," Stan said._**

"You need to fix this! I don't care what you do when you're not at the bank. I don't care what you do. But it's time you get that stolen money back. For God's sakes, clean this mess up!" !!CLICK!!

"Was that the bank president, Stan?" his aide said, walking into the office.

"Yes. And he's steaming mad. What can we do about this? And who was behind this last bank robbery?" the vice president demanded.

"The word out on the street is that the leader of the bank robbers was the Immaterial Girl," the aide answered.

"Is she a meta?"

"Yes, she is," the aide responded.

"If that's the case we should get that new superhero to help. What was her name?" the vice president asked.

"Her name is Supergirl, sir," his aide answered. "She's about as powerful as Superman, her brother. But she's relatively young and new. Word is that she has a great deal of hostility towards the alleged Russian gangster, Ivan Kolaff."

"Why is that?"

"He allegedly had her parents murdered because they wouldn't pay protection," the aide answered.

"I see. So how do we get Supergirl to come here?"

"I have an idea that might work," the high ranking employee said confidently. "I heard that in Gotham City the police chief there contacts Batman by putting a small bat symbol on a skylight. The light then sends a Bat signal to the sky. We could do the same thing with a Superman symbol."

"I hear that Batman's an urban legend. But I don't see why we can't try it. All right. We'll set it up tonight."

XXX

Later that night, Supergirl was flying on patrol when she noticed the S symbol in the sky. Being curious, she flew to where it was. As she got closer someone motioned her to come in and land. When she touched down, a man in a business suit approached her.

"Hello Supergirl. Will you please come inside with me?" the high ranking aide of a bank requested.

"Um, all right. But what is this all about? Supergirl asked.

"Everything will be explained when we get inside," the man said.

When they got inside and entered the main office of the bank, the president of the bank got up and shook her hand. "Hello, Supergirl. Please have a seat. The reason we called you here is because there was a bank robbery a few days ago. The leader of the bank robbers was someone who called herself the Immaterial Girl. She and her gang managed to steal all the money and gold that was in the bank. There were no signs of any of the vaults or doors being broken. It's as if she just walked through the walls. The security systems were also dismantled," The bank president said somberly as the vice president nodded in agreement.

"That's it!" Supergirl said. "She probably was able to walk through the walls. Though I don't know how she could have easily dismantled the security systems of the bank."

The bank president looked at the vice president for a moment. "That's possible. That didn't occur to us. We want you to capture the Immaterial Girl and her gang."

"We thought about advertising that we were going to have a huge gold shipment. We'll use fake gold. We'll have it inside a vault. I think I can guess when Immaterial Girl and her gang will try to steal this fake gold and money," the vice president explained.

"Want we want you to do is pretend to work at our bank or at least be hidden somewhere so when they come to rob the bank you can be there to stop them," the bank president said.

"Well, I can't be here all the time but if your trap works I'll be here to help," Supergirl answered.

XXX

AUTHOR'S NOTES: Well here's another chapter. I plan to keep this up but I tend to favor the fanfics that get the most reviews. So if you really like this you should tell me so. Here are Immaterial Girl's stats.

IMMATERIAL GIRL

Donna Madison

FIGHTING: INCREDIBLE (This means extensive training, master of a form)

AGILITY: INCREDIBLE (This means superior talent with training, the ability to dodge single shot gunfire with ease)

STRENGTH: REMARKABLE (This means the ability to lift 2,000 pounds, a ton)

ENDURANCE: REMARKABLE (This means intensive exercise at the human limit)

REASON: EXCELLENT (This means a Master's degree equivalent)

INTUITION: REMARKABLE (This means Detective background/skills)

PSYCHE: REMARKABLE (This means trained to resist will-control)

POWERS

Stealth: Donna has mastered the art of stealth. This is actually special training that gives her Excellent ability to avoid being seen or tracked. If she is phased she gets +2 Class to her stealth. If she is invisible she gets another +2 Class.

Invisibility: Incredible. She can make people or objects invisible with excellent ability within a 15 feet radius of her.

Phasing: Class 1000 with the following abilities

Pass through force fields

Walk on air as if solid ground

Shut down electrical equipment. Sentient equipment must make an endurance roll to keep from being knocked 1-10 rounds.

Render objects or people out of phase while in contact.

Using out of phase objects and solidifying them into someone and inflicting material strength damage as a killing attack.

Donna can shoot off energy blasts of Incredible intensity that bypass Body Armor, Force Fields and Invulnerability. But if someone has Invulnerability that person can't be killed by the energy blast only stunned or knocked out.

Only mental attacks, attacks that are in phase or attacks specifically designed to hit a phased character can effect her while she is phased(desolid).

True Flight: Remarkable whether phased or not.

EQUIPMENT

Uniform: The clothes Donna wears give her Excellent resistance to physical and energy attacks

Donna also carries subspace bags that allow her to carry around Remarkable amounts of weight without effort.

TALENTS

Streetwise, Electronics, Engineering, Security systems, Espionage, Acrobatics, Tumbling, Escape Artist, Martial arts: A,B,C, Business, Trivia: 80's and 80's music.


	4. Shadows Attack

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fanfiction.

!!SOUND EFFECTS!! _"THOUGHTS"_

Chapter Four

Supergirl had agreed to fly around the bank where the bank employee was going to set up the trap for the Immaterial Girl. But Immaterial Girl never showed up. Rumor had it she had taken her money and run. Supergirl kept flying around the area until... "Arrgh!" She screamed in pain as the energy blast hit her. _"That attack bypassed my invulnerability,"_ she thought to herself.

Then Supergirl noticed a woman wearing 80's style clothing. This person was flying away from her and blasting her. Supergirl recognized her as the Immaterial Girl.

"Like, I heard about your plan to trap me, Supergirl. And I didn't fall for it. Now I'll, like, blast you a few times and leave," the Immaterial Girl said.

"Anybody tell you the 80's are over," Supergirl said as she avoided the energy blasts and closed in. But when she got to her Supergirl passed right through her phased body.

"Like, you'll never get me. OK? And, like, don't knock the 80's. It was a time of great music," the Immaterial Girl answered. Supergirl tried to grasp her again but in vain. "I've said my piece. So I'll just, like, disappear, OK?" she said as she phased through a building and then through the ground.

Supergirl searched all around with her X-ray and telescopic vision. "There she is!" Supergirl flew to the underground hideout, listening in with her super hearing.

"Like, we're getting out of here, okay? We got our money. So let's run," Immaterial Girl said to her crew who were gathering the loot and preparing to leave.

Supergirl had heard enough! She broke into the hideout with a crash. "Stop right there!" Supergirl said as she came crashing through a wall.

"It's Supergirl! Gun her down!" one of the henchmen ordered. !!PING!!PING!!PING!! Then the henchmen attacked en mass, using all kinds of melee weapons. In response, Supergirl spun around at superspeed, punching this one, kicking that one. In a few minutes she knocked all of them out, all except for the Immaterial Girl.

_"Where is she? Blast it! She could be anywhere. She must have had an escape plan just in case,"_ Supergirl thought as she kept on searching for her quarry in vain.

_"I don't know where she is but the money and the goons are still here. Some of their equipment is here too. Now to call the bank and police." _When the police and the high ranking bank employee arrived the police arrested the robbers and confiscated the equipment and the money.

"Thanks, Supergirl! We don't know where all the money is but we recovered almost half of it," the high ranking bank aide said to her.

"Just doing what I gotta do!" Supergirl said as she flew off.

XXX

Next day as Supergirl was on patrol Superman flew up to her. "Supergirl, I hear you've done a good job finding those bank robbers. I'm so proud of you. But there's something I want you to do for me," Superman said gravely. "Some of us members of the Justice League are going on a mission. I'd like you to spend some time patrolling Metropolis while I'm gone. And be careful of Lex Luthor."

"Okay Superman. I'll start patrolling Metropolis and keep an eye on things while you're gone," the maid of steel answered.

"Thanks, Supergirl. I'll be able to concentrate on the task at hand a whole lot better." With that Superman flew off.

XXX

As Supergirl flew around Metropolis she stopped various small crimes and even made herself useful in a traffic jam by being a traffic cop and moving cars around that were blocking traffic. But as she was about to fly home she was attacked by a fast moving figure wearing what looked like a silver colored, bare shouldered, one piece swim suit and go go boots. She was a beautiful Japanese woman with long silk hair and a shapely figure. She attacked Supergirl with a silver blade that glowed like a light saber which slashed Supergirl's side!

"Arrgh!" Supergirl cried out in pain. "How did that cut me?" she wondered aloud.

"I am Shadow and I have been hired to kill you," the ninja warrior said as she renewed her attack with her blade. "Your so called invulnerability is irrelevant. My blade is made of indestructible ki. It would cut through anything or anyone."

Supergirl flew at Shadow while avoiding the sword. She had learned how to fight someone with a weapon when she trained under Madam Chang. She didn't know she was invulnerable during this time so fighting Shadow wasn't that hard.

Shadow realized she that the battle was going against her after being surprised at Supergirl's martial arts abilities. _"Her skills are impressive," _the ninja contemplated. _"And here I had pegged Supergirl as a New York street fighter."_

Shadow had barely avoided a blow and teleported right behind Supergirl, quickly striking her hard and fast with her silver sword. "Arrgh!" Supergirl yelled in pain.

But Supergirl quickly struck out with a reverse kick that barely connected with Shadow. Supergirl then tried follow up on her attack with some rapid fire combinations, but Shadow had teleported out of range.

Supergirl flew towards her at super speed but Shadow avoided her charge. Using Supergirl's momentum and strength against her, Shadow executed a well performed martial throw against the maid of steel, sending her into a half built construction project.

As Supergirl crashed into the half built building with several tons of steel and concrete fell on her. Eventually Supergirl came out the rubble somewhat dazed. "Someone get the number of that truck? Oooh."

_"I have you now." _Shadow teleported up to Supergirl, attacking with her sword with rapid fire sword swipes.

"Aargh! That hurt, you bitch! I gonna kick your frickin ass all over the place!" Supergirl said in a New York/Italian accent as she attacked with rapid fire punch and kick combinations.

Shadow blocked and evaded most of these attacks. As Shadow teleported out of site, she was in pain as she realized she had taken a punch. _"I can't afford to go toe to toe with __Supergirl__. I need to keep up with the hit and run attacks I've been doing. She's seems angry. She"ll kill me if I'm not careful,"_ Shadow thought to herself.

Shadow teleported and surprise attacked Supergirl with sword again. !!SLASH!! "Aargh!"

_Shadow kept up with these hit and run attacks. "I'm going to have to guess where this broad's going to show up. She's been doing things in a pattern. So I think she'll show up..." _"Here!" !!CRACK!!

"Ungh!" Shadow collapsed at the onset of Supergirl's snap kick.

_"I wonder how her sword was able to affect me. Her attack should have bounced off of me. Oh well. Time to drop her off at the Vault."_

As Supergirl picked up the seemingly unconscious form of Shadow and flew towards the Vault, the ninja vanished out of her grasp. "Where did she go?!" Supergirl wondered aloud as she searched the area.

"Haha haha haha haha! My sword can cut through anything, even you or Superman. We will meet again. Soon! And I will beat you! Ha ha ha ha ha!" Shadow's voice called out from nowhere in particular.

Supergirl tried to track down the voice by listening but couldn't find the Shadow anywhere. Touching down, she searched the underground and sewer systems but she couldn't find there either. Then Supergirl checked herself for the damage she had taken, noticing that she was cut up pretty badly and that her uniform was also torn up practically leaving her in her bra and panties.

"Wow! What a hot babe!" some guys said as they admired her somewhat exposed body from the crowd that had formed as the fight developed.

A couple guys wolf whistled and there were cheers and gasps from the crowd. "All right. Get outta here, you's guys! The fight's over. There's nothing else to see here," Supergirl yelled.

"Oh, there's a lot to see!" someone in the crowd yelled out.

"Anna Nicole Smith eat your heart out!" another voice yelled out happily."

"What is this? I risk my life to keep this city safe and this is how you treat me? Never would I imagine you treating me with such disrespect," Supergirl said without any anger or hostility.

Another voice said in a mock New York accent "hey, Supergirl! You wanna go out with meee!" Supergirl glared at him. "What's wrong! You don't wanna go out with meee! What are you, a lesbian?!"

"No, I'm literate. Hey, everybody. Thanks for the support. I'm outta here!" Supergirl said as she flew off to the cheers and laughs of the crowd.

"BURN!" another guy said to the guy who had made the proposition to Supergirl.

XXX

"Mr. Luthor, Shadow failed to kill Supergirl," one of his henchmen said to him over the phone as Luthor was being driven in his limousine by Mercy, his chaffuer.

"All right. I didn't think she'd be able to do it anyway. Keep me posted on the activities of this Supergirl."

"Yes, Mr. Luthor," the henchman complied.

_"I need to get rid of this neophyte Supergirl before her big brother returns from where ever he went to. Ever since I found out that Superman and the Justice League left I've increased some of my operations. But it's a matter of time before Supergirl finds out and ruins my plans,"_ Luthor thought to himself.

_"I think I'll to introduce her to the 'Supergirl' I created from the left over DNA from the Matrix Supergirl who was here before. Arranging convicted murderer, Ursa Douglas, to be 'killed' in a prison riot, taken to my lab and transformed into someone with the powers of Supergirl was simplicity. Finding someone like her who would survive the process was the hard part."_

_"Too bad she doesn't look anything like the current Supergirl. It would have been great to be able to frame this Supergirl for some heinous crime but no matter."_

_"I took steps to make sure I would have complete control Ursa Douglas. She won't even be able to move against me in anyway. I had originally planned to use her against Superman. But using her to deal with Supergirl will do for now,"_ Lex Luthor thought to himself.

"Take me to the Lexcorp Building, Mercy!" Luthor commanded.

"Yes, Mr. Luthor," Mercy answered from the driver's seat.

XXX

AUTHOR'S NOTES: I hoped you liked this chapter. I was informed about my mistake of calling Jor-El, Jor El. I apologise for this. There were also some grammar errors. I've since fixed these mistakes. My thanks to Lorendiac for pointing these mistakes out to me.

I want to say something about Shadow's ki blade. It's something that can cut through anything that's not indestructable. It's a lot like Wolverine's claws that can cut through anything.

Just in case you were curious, here are Shadow's stats.

FIGHTING: AMAZING

AGILITY: AMAZING

STRENGTH: EXCELLENT

ENDURANCE: REMARKABLE

REASON: REMARKABLE

INTUITION: AMAZING

PSYCHE: AMAZING

HEALTH: 150

KARMA: 130

RESOURCES: REMARKABLE

POPULARITY: 10

POWERS

Teleportation: Amazing ability to teleport two miles.

Teleport one or two passengers.

Shadow can teleport anywhere she has been or seen before making that a designated location, even if she can't see the location at the time of teleport.

When attempting to hit Shadow the attacker must make a successful intuition roll against Monstrous. Otherwise Shadow has teleported out of the way. Unless she is using the Multiteleport attack.

While Multiteleport attacking she can attack eight times in a round. Her fighting is considered Unearthly for the purposes of hitting her target. If she's using her ki blade, she adds her weapon specialist bonus on top of it.

Ki Energy Blade: This power is an extension of her. It does Excellent damage. But it bypasses armor, invulnerablity, and force fields of less than Class 1000 strength. It can't be taken from her.

Damage Reduction: Shadow takes any damage that she takes and cuts it in half. This after any appropiate defenses are taken into account. But this won't work for attacks that take her by surprise.

Stealth: Unearthly

Invisibility: Unearthly but not in direct light and not against anyone she's fighting.

EQUIPMENT

Uniform: Shadow's uniform gives her Excellent protection against physical and energy attacks.

She also has various ninja type equipment.

TALENTS

ninja related skills, acrobatics, tumbling, escape artist, espionage, security systems, lockpicking, sleight of hand, martial arts-all, weaponmaster, weapons specialist: blades and ninja weapons, climbing, resist domination, first aid, military, stealth, tracking, languages: Japanese native, English, Chinese, Korean

CONTACTS: various members of the ninja community


	5. Supergirl vs Doomsday

Supergirl Revamped

!!SOUND EFFECTS!! _"THOUGHTS"_

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fanfiction.

Chapter Five

A man named Mark Rose was an extremely strong and muscular bodybuilder, power lifter and a small time drug dealer. His base of operations was in small city a few miles west of metropolis. He also sometimes sold drugs, steroids especially. He also was a competent kickboxer, street-fighter and wrestler.

But unbeknown to most he was a good chemist and a competent engineer. Having graduated from college with a major in chemistry, he often modified his steroid merchandise for himself and close friends.

After Superman had fought Doomsday and had been "killed" by him. Mark had went over to where the battle was and taken a piece of Doomsday and taken it to his lab. _"I can make myself more powerful by using this material."_ After he had run some tests and gotten some of the Doomsday material to merge with his steroids he put the results of his experiment away.

He later refined his experiment and was ready to partake of it. He didn't have the guts to take the risk of partaking of his experiment until he got in a roid rage and killed someone who had offended him. Eventually the police came after him. Having made himself scarce he hid himself in his secret underground lab. Before anyone could find him he partook of his experiment.

He grew to seven feet two inches tall weighing 400 pounds. He was built better than any bodybuilder he had ever seen. He still looked pretty much like himself but his hair was a bluish black. He found his intelligence, awareness and strength of will had increased as well.

But he didn't stop there. He made himself a uniform that resembled what the original Doomsday had worn. His uniform was made of material that adapted to his invulnerability and regeneration, gave him the ability to fly and wouldn't come off unless he wanted it to. He also had the ability to change in and out of his uniform by force of will.

_"Now it's time for me to visit Metropolis. Superman's been out of town for a while so his little sister, Supergirl, has taken over for him in his absence. She'll be fairly easy to beat since she's only a woman. I'm not as powerful as the original Doomsday but I'm stronger than either Superman or Supergirl," _Doomsday thought to himself happily.

While he was storing his equipment... !!BOOM!!BOOM!!BOOM!! "What that's noise?!" All of the sudden police burst into his lab with guns drawn.

"Hold it right there, Rose!" the police yelled out as they broke into his underground lab with their guns poised to shoot. "It's Doomsday! What's he doing here?!"

Doomsday quickly rushed them. !!PING!!PING!!PING!! "The bullets are bouncing off of him!" !!CRACK!! "Ungh!"

After having defeated the police, injuring them badly during the fight, Doomsday reveled in his newly found power. He then quickly gathered his belongs, equipment and paperwork and left.

XXX

Supergirl was flying through the Metropolis skyline when she spotted a bank robbery. As she flew down into the bank, she saw the men robbing the bank wearing masks and low tech armor, using laser rifles.

"Blast her!" the lead bank robber ordered.

!!PING!!PING!!PING!! "You's guys should know the deal by now. Your guns aren't going to hurt me!" Supergirl exclaimed as the laser bolts bounced off of her ample chest. Then Supergirl used her heat vision to melt the rifles they were using. That being done, the maid of steel swooped down and struck each of the ten members of the gang, knocking them out cleanly.

A few minutes later, Inspector Maggie Sawyer, head of the S.C.U., the Special Crimes Unit of Metropolis which was designed to deal with either super powered threats or criminals the average police couldn't handle, walked up to Supergirl with her men behind her including her second in command, Toby Raines. "That was nice, Supergirl, but I think we could have handled this a lot more quietly. But I guess a rookie like you had to start from somewhere. We can handle things from here."

"Rookie? I've been in plenty of fights. I've dealt with a lot of bank robbers and such. What do you mean I'm a rookie? Never would I imagine you treating me with such disrespect."

"You'll have to earn your respect, Supergirl. As it is, you're still a greenhorn. Maybe someone with your limited experience can handle what goes on in a small town like Bensonhurst. But Metropolis is the big time. Feel free to call for backup when you need it," Maggie said as she gave Supergirl a card with the professional phone number.

Then Supergirl turned to the side, her super hearing picking something up. "What is it now?" the inspector demanded more than asked.

"There's bank robbery going on at the other end of the city several blocks away. I'm heading out there now. Catch up to me when you can," Supergirl said as she flew off. As soon as she arrived on the scene Supergirl saw something that horrified her!

_"Gasp! It's Doomsday! But that can't be. Didn't Kal-El destroy Doomsday some time ago?" _As Doomsday walked out of the bank, carrying two huge bags of gold bars, he looked up and saw Supergirl flying towards him.

"Hold it right there!" Supergirl called out, practically making a pose as she held her hand out in a stopping motion. At that point, Doomsday casually threw a nearby car at her which Supergirl caught and gently put it down.

"I killed Superman so I can easily kill you. Come down here and I'll show you a thing or two!" Doomsday said in a loud baritone voice that sounded like he was talking from a megaphone.

"You want to fight with me? I got your fight. I got your fight right here," Supergirl said.

Doomsday leaped into the maid of steel, striking her with a blow that knocked her back several city blocks end over end. She barely stopped herself from smashing into a large building as she put on the brakes right before she came into contact with it. Then she flew back towards, Doomsday, slamming into him fists first, connecting to his mid-section and knocking him back a little. Then Doomsday flew at Supergirl and tried to slam into her. But Supergirl evaded the attack and martial threw him into an abandoned building which collapsed when Doomsday came crashing into it.

As Doomsday came, bursting out of the wreckage, Supergirl was waiting for him, striking him with several super speed punch and kick combinations, some of which Doomsday skillfully while counter attacking. As they were both going at it toe to toe, Doomsday took three hits to give one. As the fight raged on the blows their invulnerable bodies were taking caused so much noise that shockwaves resounded in the area to the point that nearby windows shattered as the ground shook violently.

Eventually Inspector Maggie Sawyer showed up with the S.C.U. "Clear the area!" she ordered her officers. "Make sure no one gets anywhere near those two!" Then Maggie Sawyer shook her head in frustration. "I hope Supergirl doesn't wreck the city while fighting Doomsday. Wait a minute. Doomsday seems a little short.

"Superman couldn't go that long with the original Doomsday. So how is a rookie like Supergirl able to take on Doomsday for so long? I think we have a rookie Doomsday as well," the second in command, Toby Raines said out loud.

At one point of the fight, Supergirl scored a strong roundhouse kick on Doomsday snapping his head back. But Doomsday hit Supergirl with a right cross that sent her back a few feet, prompting Supergirl to do an acrobatic flip which helped her to safely land on her feet. But before she could do anything else, Doomsday was right on top of her, striking her with a boxing combination that stunned her. Then he hit her with a haymaker that knocked her into an abandoned bank truck.

"Oof!" Supergirl yelled as her body was wedged in between the closed steel doors. But as she broke herself free Doomsday upon her, hitting her again and again.

As he punted her into the air he flew after her to the surprise of everyone watching the fight. Then he struck her with a roundhouse kick that knocked her into the atmosphere. _"Supergirl's through. Now it's time to get my money and get out of here," _Doomsday thought to himself as he watched Supergirl get further and further away.

"I didn't know Doomday could fly!" an officer of S.C.U. said.

"I'm not surprised. I told her this wasn't Bensonhurst," Maggie Sawyer said quietly.

"Since when does Doomsday care about money?" Sawyer's second in command asked out loud.

"That's not the real Doomsday; that's a knockoff," Maggie replied.

The powerful blow of her opponent sent Supergirl flying out of the city end over end. By the time she woke up she was still flying. After stopping and righting herself, she flew back towards Metropolis.

"Where is Superman?!" a voice yelled out.

"He shouldn't have sent a girl to do a man's job!" another said.

"Hey! That was Doomsday she fought!" someone else called out. "Cut her some slack!"

XXX

On her way back to Metropolis Supergirl was confronted by Powergirl. "So you had your ass handed to you by the new Doomsday have you? I think it was because you were too cocky."

"You talking to me? Are you talking to me?!" Supergirl asked with annoyance.

"Yes, I'm talking to you," was Powergirl's response. "And get rid of that horrible accent already."

"You're looking at me so you must be talking to me. What do you want?" Supergirl asked with not too much respect.

"I said get rid of the accent!" Powergirl yelled.

"What are you here for? Are you here just to jerk me around or what?" Supergirl said as Powergirl glared at her. "What?! What?!" Supergirl asked.

"You're an embarrassment to Superman, and to me for that matter!" Powergirl answered.

"If I embarrass Superman that's for him to decide. But what does my defeat at the hands of Doomsday have to do with you?"

"A lot of people associate me with Superman so they now associate me with you. Now I don't have time to wait for this Doomsday to come back. If I did I'd kick his ass myself. So get your ass in gear!" Powergirl said before flying off.

"The noive of that bitch. I did fairly well against Doomsday. I know I got clobbered but still. Did she have to come here and tell me off?" Supergirl said, perturbed.

XXX

Doomsday had hidden in his new hideout a few miles away from Metropolis, counting the loot which he had taken in. _"The take for this is worth over $10,000,000! Fortunately my fake I.D. will allow me to live in another part of the country and spend the money on wine, women and song."_

_"Heh heh. I may just rob banks in big cities and live out in the country in the middle of nowhere. Or maybe I'll live in another country. I don't need to engage in super powered fights with superheroes. But I might just have one more fight with Supergirl. After that, I'll be living large in more ways than one,"_ Mark thought happily to himself.

XXX

"I did the best I could do. I know this guy isn't the real Doomsday but he sure is tough," Supergirl said to Lois Lane and Jimmy Olsen in their office in the Daily Planet.

"I'm sure you'll do better next time Supergirl," Jimmy Olsen said as he admired her, looking her up and down.

"If Superman felt confident in leaving you here in his absence that's good enough for me. I know you're learning the ropes but don't lose confidence in yourself," Lois stated.

"Thanks for the vote of confidence, Lois, Jimmy. If this Doomsday wannabe shows his face here again I'll kick his frickin ass all over the place!" Supergirl declared.

"I hear Doomsday's downtown in the middle of rush hour causing a great deal of damage. I also hear he can talk and has a booming voice! He's issuing a challenge to Supergirl!" a secretary said excitedly as she turned up the sound on one of the monitors.

"You hear me, Supergirl! You want a piece of me? If you get in my face I'll kick your ass and knock you straight to the moon! Bada bing, bada bing. Abusha!" Doomsday yelled to the camera as he made some rather offensive gestures.

!!WOOSH!! "Gee, that's just awful," Jimmy said disgusted by the display. Both he and Lois turned around and noticed Supergirl was gone.

"Go get him, Supergirl!" one of the secretaries called out.

In moments Supergirl appeared ten feet in front of Doomsday. "You talking to me? Are you talking to me?!" Supergirl asked, standing firm.

"Yes, I'm talking to you!" Doomsday answered malevolently

"You must be talking to me; you're looking at me. What do you want?" Supergirl asked threateningly.

"I want to kick your ass again and rip you apart!" Doomsday yelled out.

"You wanna piece of me?! You wanna fight with me?! I got your fight! I got your fight right here!" Supergirl said she flew into Doomsday, slamming the monstrosity several feet back as she pummeled him.

Then the S.C.U. arrived, doing everything they could to keep all the onlookers out of the way of the super powered combatants. "Here we go again," an S.C.U. officer said to no one in particular.

Doomsday cupped his hands and boxed Supergirl's ears in. "Aaah!" Supergirl screamed as her head rung with the blow.

Doomsday threw some punches at her again but missed as Supergirl evaded his attacks throwing some light and fast attacks moving in and out of range. When Doomsday charged her she blasted him with heat vision. "Aaarrgh!"

As Doomsday moved in on her, Supergirl martial threw him into a pawn shop. Doomsday got up and slowly walked towards Supergirl and tried to hit her but Supergirl evaded the blow and got some quick shots in. Then Supergirl hit him with some punch and kick combinations while keeping the times she was hit to a minimum. But eventually her opponent nailed her with a haymaker that sent her into a kiosk with papers and books flying everywhere.

As Supergirl got up, Doomsday was right on top of her, hitting her again and knocking her through the stain glass window of a Chinese restaurant. As Doomsday flew towards her, Supergirl got up quickly and roundhouse kicked him countless times at super speed in a helicopter fashion. They were going at it toe to toe, but Supergirl kept moving using her super speed and skill so as not to get hit too often.

But the times Doomsday did hit her she felt it, the damage beginning to accumulate on her. Even though she was getting in three hits for every one she had taken she was still in pain despite her high pain threshold.

"It's over, bitch! There's no way you can beat me. I'm too strong and tough for ya. All of your feminine karate kicks aren't going to stop me!" Doomsday boasted.

"It ain't over til the fat lady sings. You're going down!" Supergirl said as she nailed him with a roundhouse punch that sent him back a few feet.

"Supergirl's seems to have gotten her fight game down. She's doing a whole lot better," Maggie Sawyer said as she watched the fight.

"Yeah! Before she kind of fought like Mike Tyson. Now she's fighting like Muhammed Ali. I mean she's moving a whole lot more. floating like a butterfly and stinging like a bee," Maggie's second in command said, showing what he meant by maneuvering like a skilled boxer.

"But even with all that, can she win?" Maggie asked as Doomsday hit the top of Supergirl's head with an axe handle attack smashing her through the pavement.

_"Hmm. I'll just fly through the sewers and out through a nearby manhole; so I can strike Doomsday from behind," _the maid of steel contemplated as she initiated her plan.

As Doomsday looked down at the hole in the ground Supergirl just made Supergirl hit him in the back with a move through, slamming him through two city blocks. Since the streets had been cleared by this time no innocent bystanders had gotten in the way.

Doomsday put on the brakes and put Supergirl in a full nelson wrestling hold. But Supergirl escaped the hold, grabbed Doomsday and threw him over her head and into the sky. Then she flew right into him knocking him higher into the sky.

While he was stunned Supergirl hit him with move throughs at super speed. She was all over the place as she attacked back and forth in a zig zag fashion. Doomsday was struck several times until finally, Supergirl flew into his chin fists first after getting a great deal of momentum added to her strength knocking him out. !!KRAKADOOM!!

"She did it!" a reporter who was in a helicopter that almost crashed as the shockwave of the blow made the helicopter hard to control said as he barely kept his equilibrium.

There were cheers all around as Supergirl touched down with an unconscious Doomsday in tow straight to the S.C.U. who had brought in a huge van designed to restrain the strongest of super villains.

"All right, Supergirl. We'll take over from here!" Maggie Sawyer said as her men put the restraints on Doomsday. After Doomsday was chained up he was put in the van and driven off.

Then the theme form Rocky was played from another van with mega speakers, prompting Supergirl to smile as she heard the music. "How did you's guys know that was my favorite song?" with her arm

From several blocks away Powergirl was a top a tall buildings folded on her massive bosom, having seen the whole fight. "Well, it's about time she earned the right to call herself Supergirl. But the sooner the JLA get back from Apokolis the better."

XXX

From his Lexcorp building Lex Luthor had seen everything on a large monitor. _"I'll see about bringing this new Doomsday into my service some time in the future. As for now, it's time to see to my current project."_

Luthor pressed a button and another monitor came on. A small bespectacled old man appeared on the monitor. "Professor Stein! When will Ursa Douglas be ready?" Luthor demanded.

"She'll be ready in a couple more days, Mr. Luthor," the scientist answered. "We're putting the finishing touches on her now." the scientist answered.

"Good. I will be there in a few minutes to make sure I have complete control over her. I must have complete control. Do I make myself clear?"

"Yes, Mr. Luthor!" the scientist answered.

XXX

AUTHOR'S NOTES: I hoped you people out there liked this. I hope you send me a review. I have answers to my reviews on my homepage so go take a look at it. Just go to my author profile. Well, until next time. Oh yes, here's Doomsday's stats.

FIGHTING: Monstrous (This means fighting at a super human level)

AGILITY: Remarkable (This means ability to do acrobatic feats)

STRENGTH: Shift X (This is well over human comprehension)

ENDURANCE: Shift X (This is well over human comprehension)

REASON: Excellent (This means master's degree equivalent)

INTUITION: Remarkable (This means detective background/skills )

PSYCHE: Amazing (This means indomitable willpower)

HEALTH: 405

KARMA: 100

RESOURCES: Remarkable

Popularity -100

POWERS

Invulnerability: class 1000 immunity to corrosives, toxics, radiation, diseases, heat and cold, power drains, transformation attacks

Self Sustenance: Doomsday does not need to eat, sleep or breathe

True Invulnerability: Unearthly

True Flight: Amazing

Shape-Shift: Uniform that looks like the original Doomsday's outer shell.

TALENTS

Martial Arts: B, C, Chemistry, Streetwise, Engineering, Knowledge Skills: Body building, Powerlifting, Steroids

CONTACTS

Drug Dealers, Organized Crime


	6. Beware the Juggernaut

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. Comics or Marvel Comics. This is simply fanfiction.

!!SOUND EFFECTS!! _"THOUGHTS"_

AUTHOR'S NOTES: Ursa Douglas basically looks a lot like Ursa played by Sarah Douglas from the second Superman movie when he took on the three Phantom Zone villians who wore black.

Chapter Six

"She's done, Mr. Luthor," one of Lex Luthor's scientists said. Luthor then hung the phone up and walked towards his lab with Mercy following him.

When he arrived in the lab he regarded Ursa Douglas. The main machine held her in a stasis forcefield. She was a sexy woman wearing black jeans, boots and shirt. Her hair was stylishly short and jet black. Lex admired her five foot eight, 125 pound, curvacious, frame. Her blue eyes looked at Luthor. She tried in vain to move her supermodel shaped body as Luthor watched.

Luthor looked over the computer instruments. When he saw for himself that everything was the way he wanted he said, "let her go. I know now she will be under my control."

"Yes, Mr. Luthor!" After the scientists had pushed some buttons the stasis field disappeared Ursa floated down to her feet. She then looked at Luthor.

"Why am I here? Who are you?" Ursa asked. "Last I remember I was in the New York Penitentary for gunning down some police officers during a botched bank robbery. If I ever find that jerk who planned the heist and abandoned me, it'll be too soon."

Luthor regarded her as if she was a new car or jet airplane. "I know all about you. Right now you work for me and you will do as I say. Do I make myself clear?"

"What?! I don't have to do nothing! You can't make me do anything. I'm through being someone's flunky. I don't know what kind of Frankenstein experiments you ran me through but right now I'm leaving."

As the young woman walked out Luthor called out to her. "Stop!" Ursa stopped and couldn't leave. "Come here!" Ursa then did an about face and walked over to him.

Luthor then grabbed her by the throat. "Listen, bitch! You'll do what I tell you when I tell you. Understand me?" He then slapped her. The slap actually hurt him more than it hurt Ursa's invulnerable body; it was symbolism over substance.

"I, I," Ursa stammered. As she tried to grab Lex she felt a great deal of unbearable pain. Luthor had a look of triumph as she writhed in pain. The pain stopped when she said, "I understand."

"Good. Now these men are going to run some more tests on you. You will comply with their tests. Understand?" Luthor said.

"Yes, I understand," Ursa said. Luthor then walked out of the lab with Mercy close behind him.

XXX

Supergirl flew on patrol through Metropolis on a lovely day. She smiled as her superhearing picked up the song, _lovely day,_ on someone's radio.

The day was going great until she sensed a familiar presence. She saw Powergirl and Captain Marvel flying towards her. Powergirl angrily pointed towards the ground gesturing for Supergirl to land.

"What did I do now?" Supergirl asked with some annoyance as she landed at a nearby park and Powergirl and Captain Marvel touched down with her. Supergirl had her arms folded and a look of defiance when she met Powergirl's eyes.

"You took too long when you fought Doomsday. And you're too much of a showboat. I have such a hard time believing that Superman put any trust in you," Powergirl stated.

"Never would I imagine you treating me with such disrespect. You gotta lot of noive talking to me in that way. I've done pretty well so far. What is your problem anyway?"

"You lack experience and you're an embarrassment. I'm really disgusted by that half naked display of yours when you fought that ninja woman. What's worst is you actually made jokes during all that." Captain Marvel blushed a little as he imagined the visual.

"Hey, I wasn't naked. My uniform was torn up. I was still wearing my underwear at the time. Was I supposed to say 'eeek!' or somethin like that? How tough would that have sounded?"

"That's another thing. Get rid of that accent already. You sound like an uncouth, New York City street hustler," Powergirl stated as Captain Marvel looked over at Powergirl for a moment.

"P.G., I don't think there's anything wrong with Supergirl's accent. A lot of people in New York talk that way. Supergirl hasn't been doing too badly. She did all right against that Doomsday wannabe. Is there something about her you don't like?" Captain Marvel asked humbly.

"Shut up! That's none of your business! Why are you here, anyway?" Powergirl asked her temper rising.

"I'm here to make sure you don't start a fight with Supergirl. Your hostility towards her is obvious. How about we all just sit down and talk about this?" Cap asked calmly.

"What are you here for, to babysit me? Go home! I can handle things here." Powergirl looked at Captain Marvel with anger and rage.

"What do you have against me? Powergirl? You've done nothing but bust my chops ever since I came to Metropolis. So what's the big idea, anyhow?" Supergirl asked.

Capatain Marvel then said, "Powergirl, I think you have issues. Maybe you need closure over something that happened to you. Do you still feel good about yourself? Does Supergirl's presence threaten you? Or is it ..."

"Shut up!! I don't want to hear it. Who do you think you are, Dr. Phil or some talk show therapist? Now listen up, Gina!" Powergirl said as she closed in on Supergirl menacingly.

"No, you listen! Quit coming here and busting my chops. Now get out of my face unless you want a piece of me. You want a piece of me?" Supergirl threatened.

"What?! How dare you talk to me that way?! You smart ass, reject from the Godfather! Take care before I teach you a lesson you'll never forget!" Powergirl answered.

A crowd of people that had developed watched them with interest. "You want a piece of me? You got it!" Supergirl said as she was about to attack.

Captain Marvel got in between the two and put his hands on the both of them to separate them putting his hands on the respective bosoms of the two women. When they realized where his hands were they violently shoved him away knocking him to the ground.

Cap's face was red with embarrassment. "Um, sorry."

"I'm out of here. But I'll be back to tell you what's wrong with you if I think it's necessary." With that Powergirl flew off.

"Is there something going on with her, Cap? Or is she always like that?"

"She's normally like that to an extent. But she's not normally that angry. It might be you, it might not. I'll have to try and figure out what's wrong."

"Quit talking and psycho analyzing me! Come on! We have to go!" Powergirl yelled as she flew off.

"See you later, Supergirl. I'll talk to her." Captain Marvel then flew off.

While that was going on a young man had taken pictures of the whole thing. "Peter, are you sure that's a good idea?" a beautiful red headed woman named Mary Jane asked her husband.

"It'll be great. I can only get so much money for pictures of Spiderman. Mr. Jameson will love to see a couple of super hot babes going at it. He'll probably label it, Superheroine Catfight. The assets on those two. Captain Marvel sure had his hands full."

"Peter!" Mary Jane yelled.

XXX

At a vacant lot in Bensonhurst there was a meeting taking place.

"Now, Black Tom, I want you and your large friend to go to downtown Metropolis and cause a ruckus. The goal is for you to attract Supergirl's attention and then beat her within an inch of her life. It'll will be great if you can kill her. But I'll settle for her being busted up horribly," Ivan Kolaff said.

"That'll be no problem, bucko. But my friend and I will be wanting a great deal of loot. My sources have told me you managed to get a great deal of money from a bank heist a few weeks ago. So I know you have plenty of money to pay," Black Tom said.

Ivan shot Black Tom a sharp look which Black Tom returned. Ivan's men prepared for trouble as Juggernaut looked at them with hostility.

"All right. I'll pay you half before and the other half after you have done what I want, comrade," Ivan said as he bought out some gold bars.

"I'll be taking ten of those now, ten later. Take it or leave it," Black Tom bartered.

"Done! Supergirl is in Metropolis right now. You can find her at ..."

"We know where she is. We'll deal with her." With that Black Tom and the Juggernaut walked off.

XXX

"I have a terrific idea, Cain. While we're in Metropolis we can get even more money by robbing the Bank of Metropolis; that will be what draws this Supergirl out.

While you're fighting Supergirl a few hired hands and I will rob the bank, take the money and run. After you've defeated this girl we'll meet at the rendezvous point."

"That's a good idea. But it won't take that long to beat that chick. It's not like she's Superman or the Hulk," Juggernaut answered.

"Don't underestimate the lass. She is Superman's sister. So she is very powerful. Take her out as quickly as possible."

XXX

Next day, Supergirl flew to where she heard the alarm of the Bank of Metropolis going off. When flew towards the source of the noise she saw the police shooting at a large man. He was wearing a brown armored uniform and had a large domed helmet. He was about ten feet tall. He heard Supergirl flying overhead and sneered at her.

"What are you doing here in Metropolis? And who do you think you are?" Supergirl asked.

"I'm the Juggernaut, bitch! I heard you were taking over for Superman for a while. So I thought I'd see how tough you are. Come down here and I'll show you a thing or two."

"What? You wanna piece of me? You got it!" Supergirl flew down and struck Juggernaut. He tried to counter attack but his attack missed. He made several attempts to punch Supergirl but missed as Supergirl manuevered out of the way of his punches. She had read the file on Juggernaut so she knew he was tough.

She then took look at the bank and noticed that it was being robbed. This distraction was all Juggernaut needed to nail her with a haymaker that sent Supergirl right through the glass of the front of a bakery.

"Hey, sweet thing! How about bringing your sweet ass over here. Hyuk, hyuk hyuk!" Juggernaut laughed at Supergirl. Supergirl got up with vanilla frosting and cake all over her. As she was wiping the frosting off of her eyes Juggernaut hit her again sending her flying across the street.

Supergirl did an acrobatic flip which allowed her to land on her feet. Then she turned towards the Juggernaut. "You laugh at me? You laugh at me? I got your laughs. I got your laughs right here."

Supergirl flew into the domed warrior taking him through the other side of the street. Juggernaut then grabbed Supergirl and threw her into a gasoline truck. This truck was as wide as two cars and as long as four medium sized cars. The driver had tried to back out when he saw the fight but he had too many cars parked behind him.

"Holy..." he said as he quickly got out of the truck when he saw Juggernaut about to throw Supergirl in his direction. The impact was so great that the truck exploded!

"AARGH!" Supergirl screamed she was ingulfed in flames. A ball of flame went straight up into the air. Supergirl came out of the wreckage none the worse for wear. She then used her super breath to put the flames out and cool the area off. As she looked to see if anyone needed help Juggernaut nailed her again with a right cross. The punch knocked her over several gridlocked cars.

"Supergirl's getting her ass kicked!" someone said from inside his car. He thought he was safe until he saw Juggernaut barreling towards him tossing the cars in his path out of his way with a huge smile on his face. The driver of said car barely got out of his vehicle as Juggernaut barreled through and tossed his car aside too. There were several people there who weren't so fortunate.

Several cars dogpiled on top of each other in Juggernaut's wake. But Juggernaut did not care since he was having a good time._ "This is some kind of fight. I hope Supergirl still has some fight left in her when I get to her."_

All of a sudden Supergirl appeared right in front of him and threw him into the air. She then flew into the air and struck him with a martial arts manuever that was designed to knock someone back as opposed to hurting him. She then used her superbreath to "knock" him up and over towards the ocean.

Once he was thousands of feet high and floating in the air, Supergirl flew a hundred plus miles away at superspeed. Once she felt she had enough momentum to add to the damage of her charge attack, she flew as fast as she could using a high speed move through manuever that struck Juggernaut right in the stomach. !!KRAKADOOM!!

The charge actually hurt the Juggernaut. Supergirl slammed into him so hard that she knocked him out cold. "I hope I didn't kill him," Supergirl thought as she felt for a pulse. "He's still alive."

Once Supergirl had returned to Metropolis with Juggernaut in tow, she saw police and medics everywhere. When Supergirl was still far away and high up in the sky the street where she had her fight with Juggernaut looked like an ant hill that had been kicked over.

Some people glared at her as she touched down. "Thanks a lot, you ditzy bitch!" someone called out. But some of the men and boys had smiles on their faces as they ogled Supergirl's tattered uniform; what little there was left of it after having been thrown into the exploding gasoline truck.

Then Powergirl showed up with Captain Marvel and another group of superheroes called the Avengers from New York were helping out with the clean up. Powergirl regarded Supergirl's sparse attire with an angry frown on her face.

"What happened here, Supergirl?" Supergirl tried to answer but Powergirl kept on going. "Will you look at this mess you made?! And will you look at yourself? You're a disgrace!"

"Hey! I kicked this guy's ass all right? So quit busting my chops!" Supergirl snapped back.

Powergirl then slapped Supergirl knocking her to the ground. As Supergirl got up and slowly walked towards Powergirl a large man with long blond hair, red cape and hammer stepped in between them.

"Hold it, fair maidens! Right now we must needs take care of the damage. There will be time for recriminations later. But I must say the kind of damage a fight with the Juggernaut would normally produce twould be a lot worse than this," Thor stated.

"Now, If you allow me," Thor said to Supergirl with a showing of his princely bearing as he took hold of the behemoth. "I'll take charge of Juggernaut. There's a place in the Vault made especially for him."

Once Thor had left with his burden Powergirl glared at Supergirl. "This isn't over."

"You got that right, bitch!" Supergirl snapped back.

"Ladies! We can use your help over here!" a large green skinned, muscular woman called out. "And good job, Supergirl!" She Hulk said as she picked up a car from on top of another car.

A giant man of fifty feet tall helped the green woman. He turned and took a look at Supergirl and smiled. "Some kind of uniform you got there, little lady." A winged woman no bigger someone's hand zapped the giant with some kind of energy blast. "Ouch. Just kidding, Jan."

"Uh, yeah. Thanks," Supergirl said nervously. She then realized how much of her shirt had been burned by the explosion. Her bra and shorts were still intact but most of her midriff was exposed. She shrugged and got to work helping the others.

After the everyone had been helped and the work was done an old woman walked over to Supergirl and wrapped a blanket around her torso. "Here, dear. You'll catch your death a cold."

"I can handle the cold but thanks anyway," Supergirl said as she adjusted the blanket over herself. There were dissapointed sighs from many of the men who had bided the time it took to clean up the mess by ogling Supergirl.

"You think you've never seen a gorgeous woman before. Don't you guys have anything better to do?" Supergirl asked a little mentally tired from the day's events. The men who had been ogling Supergirl all this time shrugged and gave gestures of no.

"Gee, I'm in heaven. The view was worth coming all the way down here to Metropolis," Hawkeye said with a huge smile on his face.

"Are you talking to me? Are you talking to me? You must be talking to me; you're looking at me. What are you talking about?" Supergirl asked trying to be funny.

"Hey, no offense, babe. I was just enjoying the view of your assets with my twenty-twenty vision. How I would like to make a bullseye out of you. You're a funny girl, Supergirl," the archer laughed.

"What am I a clown to you? I amuse you? I make you laugh?" Supergirl asked rather menacingly then she smiled in resignation. Then the other Avengers laughed.

Captain Marvel had admired She Hulk's physique in a way he thought wasn't noticable but was caught anyway. "Can't take your eyes off me, can you Mr. Marvel?" She Hulk said as she regarded him. "You're like a teenage boy."

"You have no idea," Powergirl said. "Come one, Cap. It's time for us to go." Powergirl grabbed Captain Marvel by the scruff of the neck and flew off.

"It's been great working with you. But we got to get back to New York," Captain America said graciously. After everyone shook hands the Avengers were about to leave in their Quinjets when Quasar said, "hey, we have a poker game every now and then. Here's the Avengers phone number. Give us call and we'll work you in."

"Thanks, maybe I'll show up," Supergirl answered.

XXX

Later, Ivan received a phone call from Lex Luthor.

"Why didn't you inform me that you sent the Juggernaut to fight Supergirl, Ivan?" Lex Luthor interrogated. He didn't want the Avengers or any other New York superhero team showing up in his city. Superman and his sister were bad enough.

"Are you under the impression I answer to you, comrade? We may do business together but you do not tell me what to do. Now that we've cleared that matter up I have work to do. Good bye," Ivan Kolaff was about to hang up the phone when Luthor blew up at him.

"Don't you dare hang up on me, you refugee from the losing side of the Cold War!" Ivan almost lost his temper at hearing this but kept his composure. "I own Metropolis. Understand me, Durak?**(1)** And don't you dare forget your place as my inferior. I can easily have you eliminated if I so wish. So next time you send anyone here or have any kind of business in my city you will run it by me. Have I made myself clear?"

"Yes. I understand," Ivan answered pretending to be put in his place.

"Good. That will be all." With that Luthor hung up.

"How dare that bald headed fat cat talk down to me like way?" he said to no one in particular as he regarded Natasha Zhukov, his second in command, who had heard the call. She had also been a K.G.B. agent and had served with Ivan during the Cold War.

Natasha was in her midforties. She was five feet eight inches tall weighing 135 pounds. She had a curvacious and athletic figure with long, silky, jet black hair and milky white skin. Despite her age and because of her experience she was very sexy in a deadly kind of way.

She had trained in a lot of martial arts, especially the killing arts. She could kill with any kind of weapon, even with objects that weren't weapons. She was also highly trained in giving pain and pleasure. Her intelligence was inhuman, as was her ability to predict what could happen at times if she had the right information. Being cold hearted and logical, she was sort of a Mr. Spock to Ivan's Captain Kurt.

People feared her in the former Soviet Union and in the current Russian Mafia. She always got even with someone who had offended her in some very brutal way. The only one who didn't fear her was Ivan.

"There might be some way of putting this spoiled rich kid in his place. It will take time, but I'll think of something," Natasha said with a cold blank, look on her face.

Ivan thought for a moment. "You can think all you want. But don't do anything without talking to me first. Luthor is very powerful. We can't afford to alienate him." _"At least not now anyway. Scan the place for bugs. I want to make sure Luthor is not spying on us," _Ivan telepathically ordered her.

XXX

"Do you trust him?" Mercy asked as she gave Luthor a massage.

"No, I don't. But he has his uses. If I have to I'll put him in his place. But I won't underestimate him. He's dangerous and he's hungry. Most of the Italian Mafia are fat and rich. But the Russian Mafia have desires to grow. I'll use that to my advantage."

XXX

**(1) **Durak means fool or idiot in Russian.

AUTHOR'S NOTES: So How do you like the Marvel crossover? One of the reasons I did this is I had a hard time finding interesting D.C. supervillains. I think the Marvel supervillians are more interesting.

If you liked or didn't like it send me a review. I like to hear what everyone thinks of this. I have hundreds of hits for this fanfic so I know a lot of people are reading this.


	7. Supergirl and the Avengers

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fanfiction.

_"THOUGHTS" _!!SOUND EFFECTS!!

Chapter Seven

Supergirl had called Quasar and found out about the poker game the Avengers were having. "I'm glad you're coming Supergirl. But we don't wear uniforms when we play. Ben Grimm from the Fanfastic Four and some of the X-Men will also be there."

Supergirl had brought some homemade Italian rolls, conalies, hogies, pastries and other bakery treats. On her way to New York one of the reserve members of the Justice League flew right next to her.

"Jade! What are you doing here?" Supergirl asked.

"I was in the area and I was wondering where you were going," Jade answered. "And the food you carrying smells delicious."

"Thanks. I'm going to a poker game. The Avengers and some others will be there. Well, it's been nice talking to ya but I gotta get going."

"Hey, can I come along?" the green skinned woman asked as she kept up with her. "I'm a pretty good poker player. And I can use my powers to keep your food warm."

"Um. I guess it will be okay. They don't want any of us wearing uniforms so don't embarrass me. And I got dibbs on Quasar, all right?"

"Sure, Supergirl, no problem," Jade said as she used her powers to create some nice stylish green clothes that accentuated her figure and made her look hot and sexy but not too sleazy.

_"I'll just wait for Supergirl to make her move and fail. Once that happens I'll make my moves on Quasar myself. There's no way a classy guy like Quasar will want a New Yorker like Gina when he could have me."_

Powergirl watched them as they flew off. _"Where does she think she's going? She's leaving Metropolis unprotected. I'll have to remind her of her responsiblities."_

The two women arrived at the Avengers Mansion a few minutes later. !!KNOCK!!KNOCK!! Jarvis, the Avengers' butler looked at his watch which doubled as a small viewscreen allowing him to see who was at the door.

"Oh, Supergirl and I don't believe I've had the pleasure. Are you a friend of She Hulk's? You're as green as she is," Jarvis said respectfully.

"No. My name's Jade. My greenness isn't of the same nature. So where's the poker game being held at?"

"Yes, this way." As Jarvis led them towards the poker game Supergirl changed into New York style street clothes at superspeed.

She didn't wear the clothes she wore as Agnes Stapleton but what she wore as Gina before she knew about her super powers, just a checkered shirt and jeans.

"So you made it!" Quasar said happily. And who's your friend? You were in Infinity Inc. weren't you? Hi, my name is Quasar but you can call me Wendell."

"Hi, Wendell. Just call me, Jade," the green woman said in a sexy manner.

_"What does Jade think she's doing? I told her I had dibbs. Sheesh! She couldn't just chill out. Oh, who am I kidding. Jade has posed in a bikini showing off her green ass so Wendell can't keep his eyes off of her."_

"Let me introduce you to everyone. This is Benjamin Grimm also known as the Thing." A man made of orange rocks waved.

"I hear you're from Bensonhurst. I'm the from the Bronx. Nice to meetcha," Ben said in greetings.

"Well if it ain't the ever loving blue eyed Thing. You've always been my favorite member of the Fantastic Four. I was thrilled when you's guys stopped Galactus," Gina said as she shook his hands sounding like a starstruck fan.

"Old news. Sheesh! That was years ago. Forget about it. Lemme point out some of the other players here. This short guy with the bad haircut is Wolverine." Wolverine snorted in response.

"You already know Shulkie, here?"

"That's She Hulk! And you can call me Jenny. Grief. I hate the name 'Shulkie'.

"Ha ha. All right. This blue guy over here is Henry McCoy otherwise known as the Beast."

"Greetings, Supergirl or should I call you Gina? I was impressed with the way you dealt with Juggernaut. It normally takes all of the X-Men to defeat him," Henry said in greetings.

"Thanks. I can understand how it would take so many of you's guys to fight that guy. How many X-Men are there any how?" Gina asked as she put the food she brought on the table with the other food that was there.

"There are many of us. But it would take too long to state everyone's name. Our numbers vary just like the Avengers," Henry McCoy said.

"This gentleman is Eros also known as the Starfox," Ben said as he gestured to the strikingly handsome man with the red hair.

"Greetings. Real sorry what happened to Krypton. It was such a beautiful planet. And you're such a beautiful woman as well," Eros said with a charm and wit Gina had never heard before.

"Hey, you brought some hogies!" Ben said happily. "I'm glad you showed up Gina. !!MUNCH, MUNCH!! Mmm. They're good. Good job, kid."

Gina blushed and smiled as her cooking was appreciated. "Thank you, Mr. Grimm."

"You can call me Ben. Mr. Grimm makes me sound so old."

"Now that the introductions have been done let's get the game started," Logan interjected. As the cards were dealt Quasar and Jade made eyes at each other much to Gina's chagrin.

"Don't worry about it Gina. We've all had problems getting and keeping the men we want," Jennifer said as she munched on some of the food.

"So how have you dealt with the times when men weren't interested in you?" Gina asked the jolly green giantess.

Jenny looked at her for a moment as if Gina was crazy. "I didn't mean that's happened to me! It's happened to a lot of other women but not to me."

"Ha ha ha ha!" Ben laughed as he looked over his cards. "You gotta be careful there, Gina. Jenny here can be really vain sometimes.

"Vain?! I'm just telling the truth. That's all!" Jenny shot Ben a not too hostile glare and then looked back at her cards.

"And before you ask and embarass yourself, Gina, I'm already spoken for. Hey, it's all right, girl. It's okay that you find me irresistable. But you're strong. You'll get over it."

Ben went back to looking at his cards while Gina face faulted. Everyone else in the room stared at the Thing for a moment then went back to the game.

"I'm available, Supergirl," Starfox said with a charming smile.

"Uh, after being turned down by Quasar and this gorgeous hunk of man here," Gina said refering to Ben and Quasar. "I really don't want to settle for sloppy seconds," Gina said with a joking smile.

Everyone but Eros laughed at first then Eros joined in. "It wouldn't have worked anyway, Gina. You'd crush poor Quasar with your strength," Jade opined.

"So you had him in your sights all along, didn't you, Jade?" Gina said in an accusatory manner as she scrutinized her.

Jade blushed a darker shade of green to everyone's amusement. "It still wouldn't have worked. Since you're a nice, sweet Catholic girl, you'd have made Quasar wait for months. Where as I wouldn't have made him wait at all."

"How do you know how long I would make any guy wait? And it's none of your freaking business anyway!" Gina said raising her voice.

"I'm right and you know it. A virgin like you wouldn't know what to do with a man anyway. I'm sure there's some really nice guy with your name on him," Jade answered.

"Virgin?! What would make you say that?" Gina said blushing. "I let you come along with me to this poker game, you steal my prospective boyfriend and then you make assumptions about my love life. Never would I have imagined you treating me with such disrespect."

Jade looked at her for a moment. "I wasn't trying to insult you, all right? There are a lot of things you just don't know about. I know exactly what to do to make a man happy," Jade answered with pride.

Supergirl looked at her with a little bit of hostility. "And thank you for playing waaaaay too much information!" Jenny said out loud.

Then there was a loud knock at the door. It was so loud everyone in the mansion could hear it. When Jarvis answered the door he said "yes. Miss Powergirl, right? How can I help you..." But Powergirl rudely stormed right past the ruffled butler.

"Now see here, madam, you're being awfully rude." Jarvis tried to stop her but she moved to fast for him. After scanning the area with her x-ray vision she made a beeline towards the poker room.

She violently opened the door causing the people in the room to stop and stare. When she spotted Supergirl she glared at her and spoke to her as if she herself were a principal and Gina was a student who ditched class.

"What are you doing here?! Why aren't you patroling Metropolis the way you're supposed to? I knew Superman couldn't count on you!" Powergirl said shaking with anger.

"The breasts she has makes me want to cry mama," Eros said to Logan in a low voice as he regarded Powergirl's body as she was shaking in anger at Gina.

Having heard what he said, Powergirl shot Eros a hostile look but Eros still smiled not taking his eyes off of her "assets." When she gave an even more hostile stare at the titan he backed down. Then she went back to yelling at Gina.

"And who exactly is guarding Metropolis while you're playing around? Maybe you'll be fiddling while Metropolis burns? Now get out of here and come back to Metropolis right this minute!"

"What are you my mother or something? I'm sick and tired of you busting my chops like this. You're constantly getting on my case for no good reason except to judge and criticise me. And for your information I have a little device that allows Jimmy Olsen to call me if there are any problems. So take it easy, hamhock!" Gina answered hotly.

"Really? suppose Jimmy Olsen can't call you in time? What then, you reject from Rocky V?"

"Never would I imagine you treating me with such disrespect!"

Then Jade piped in. "Um, Karen. We were just playing cards here. It's a nice game how about joining us? We're about done playing this game and..."

"Shut up!! Don't you have something else better to do besides playing cards and trying to get in some guys pants?" she said angrily as she gave Jade a hard look from which Jade backed down.

"Well now, Powergirl," Eros said trying to calm her down. "There's no need for hostility. I can tell you're frustrated in your life. I can give you so much relief that you'll find pleasurable."

"No one's talking to you, you pervert!" Powergirl yelled at him hotly.

"You can't just show up here and start yelling at everyone. If you got something to say to me, we'll go outside and you can yell at me outside. You're disturbing these good people here with your red faced rant," Gina answered.

"I'm not disturbed. In fact, I'm enjoying the view," Starfox said with a charming smile.

"Hey, Powergirl, what's your problem? How about sitting down and relaxing. We're almost done here. Supergirl's been doing great as a superhero. So there's no reason for you to be mad at her," She Hulk said in Gina's defense.

"With all due respect, Miss Walters," Powergirl said coldly. "Supergirl has been doing a lousy job at being a superhero. She's goldbricking right now. Superman counted on her to keep his city safe. And she's sitting here playing cards."

"Sweety. We all need a break from saving the world every now and then. That's why we're here. So relax. Why don't you just sit down?" Ben Grimm said in an concilatory tone.

Before Powergirl could answer there was a huge boom outside. Then the wall turned into ice and shattered! Everyone turned to see several supervillains looking back at them.

"I'm searching for Wanda Maximoff, the Scarlet Witch. She's important to my plans," Dr. Doom said backed up by the other supervillains and his own maroon colored sentry robots.

"You mean our plans!" the Enchantress interjected. Dr. Doom shot her a hostile glare then turned back towards the Avengers Mansion.

"You thought you were rid of me, didn't you Supergirl? As you can see I've recovered from what you did to me. If I don't destroy you now I'll destroy you later when our plans have come to fruition," the Enchantress said with a wicked smile.

Standing there ready for battle were Titania, Absorbing Man, Techno, Airstrike, Solomon Grundy, Prometheus, Captain Cold, a juiced up Bane, Morgan Le Fey, Taskmaster, a sword welding Ravager and the villainous Cyborg who was dressed in a mockery of Superman's uniform.

"Enough! Bring the Scarlet Witch out to me, now! Or suffer the consequences!" Dr. Doom stated with authority. As the Avengers alarms went off more Avengers came to where the wall was destroyed from inside the mansion.

Captain America, Ironman, Hawkeye, Vision, Giantman, the Wasp and finally the Scarlet Witch showed up. "What do you want with me, Dr. Doom?" the woman in red asked defiantly without a trace of fear.

"I'm searching for the Omegahedron. And you will help me find it. Now come to me before I destroy you all!" Dr. Doom demanded.

"No!! Don't do it! If they get their hands on the Omegahedron they'll destroy the world! Don't give in to him!" Everyone looked up into the sky to see Captain Marvel. Next to him was Black Canary, Nightwing and Batgirl.

XXX

AUTHOR'S NOTES: I hope you've enjoyed this chapter. I don't know when I'll update so send me some reviews. Good reviews inspire me to update sooner. I've done some new work on my homepage so check it out.


	8. Castle of Doom

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fan fiction.

_"THOUGHTS" _!!SOUND EFFECTS!!

AUTHOR'S NOTES: I notice a lot of you have skipped over chapters. You can do that if you want but if you haven't read the last chapter you won't know what's going on in this chapter.

Chapter Eight

"I have no intention of having another classic super battle here," Dr. Doom said as he saw all the superheroes in the area ready for battle. "Enchantress, you know what to do."

"But, of course," the Enchantress answered as she waved her hands and put the Scarlet Witch in a glowing, magical entanglement. Then Dr. Doom, the Enchantress, Prometheus and Doom's sentry robots disappeared but not before Supergirl flew through the vanishing portal at super speed and vanishing with them.

"Are you people going to surrender?!" Captain America called out to the remaining yet powerful super villains.

"Screw you!" the Absorbing Man answered hotly.

"Then it's clobbering time!" the Thing yelled as the battle royale began in ernest.

While this was going on. Dr. Doom, Enchantress, Prometheus, Supergirl, Scarlet Witch, and Doom's sentry robots were in a large spaceous room in Doom's castle in Latveria.

"You should have stayed with your Avenger friends, Supergirl. That way you would have had a little more time to live now you'll die sooner than I intended," the Enchantress stated as she blasted the Kryptonian.

"Yeow! I'm taking you out, witch!" Supergirl called out as she flew towards Enchantress.

"You'll do nothing. I rule here," Dr. Doom said as he pressed a button creating a stasis field that held Supergirl at bay. "I intended this for the eventual event of having to deal with Superman but it will do for you."

_"I can't move or even speak. What's Doom want with the omegahedron, anyway?" _

"Now that our uninvited guest has been dealt with we will continue with me getting what I want. Prometheus! Turn on your cosmic key and attune it to the Scarlet Witch," Doom ordered.

"I'll do it but it's powers are limited. All I can do is go to and from Limbo," Prometheus answered.

"Just do it! Good. The Omegahedron is in Limbo. That's why I'm paying you so much money," Doom stated.

"If that's the case I could have just went there and got it for you," Prometheus replied.

"It would have taken you thousands of years to find it, Prometheus," the Enchantress piped in. "It would take me a long time to find it as well. But by using the probability powers of Ms. Maximoff here we can find it quickly."

"Yes!" Doom said impatiently. "Now Enchantress, use your powers to force Ms. Maximoff to use her probability powers to find the Omegahedron." Doom smiled under his iron mask as a glowing many sided diamond appeared right in front of the restrained Scarlet Witch floating in the air. The young woman moaned with the pain as her powers were being over taxed.

"Pssst. Supergirl," the maid of might heard. "Don't move or do anything suspicious. It's me, Antman. I'm in your right ear; that's why you can hear me. I landed on your shoulder before you flew into that portal. Now I'm going to try to get out of this stasis field. Once I've done that I'll see about getting you and Wanda free. Then you got to stop Doom from doing whatever he's trying to do."

Antman quitely flew downwards on his flying ant shrinking the ant and himself even further in order to get into the cracks of the floor. Then he flew under the stasis field and came up from another crack in the floor. Eventually he flew to where the computer dials were.

_"Now how do I turn this thing off," _Antman thought to himself as he looked around the computer.

"Ungh!" Wanda moaned as her powers were being used to make the omegahedron glow with power.

"Soon, the omegahedron's power will make me invincible! I will then rule the earth, then the universe!" Dr. Doom proclaimed with confidence.

"We, Dr. Doom! That would be we! You couldn't do this without me. Your knowledge and ability in magic are rudimentary at best," the Enchantress stated.

"Silence, woman! My knowledge of magic is a lot more than rudimentary. Having you here simply makes things easier. But I could do this without you! Don't over rate your importance. I will pay you like I would a hired hand. However, Doom needs no one!" Dr. Doom exclaimed as he ignored the Enchantress and continued to observed the omegahedron's process.

_"We'll just see about that, you tin plated fool! I'll see to it the omegahedron's power goes to me!" _the Enchantress thought to herself as she utilized the Scarlet Witch's power to fuel the gem's power.

Then the power went out making the room dark. "What's going on here! Someone will pay for this!" Doom exclaimed as he turned on the emergency generators. Once the power was on again the lights revealed that Supergirl and the Scarlet Witch were gone. Worse than that the omegahedron was gone too!

"Sound the alarms! Supergirl has stolen my gem of power. Find them!" Doom ordered.

XXX

At the Avengers Mansion, the battle was pretty much over as the superheroes were mopping up. As the last supervillain was sent into unconsciousness another hero arrived.

"Superman!" Powergirl called out. "When did you get back?!"

"I got back an hour ago. The Justice League's mission against Apokolips is finished. Gina left a message for me at the Daily Planet telling me she was here. But I don't see her anywhere around here. Did she get hurt in the fight that just occurred?" Superman asked as he saw few superheroes on the ground unconscious.

"No, Superman! Supergirl took off as soon as the fight started. I don't know where she is," Powergirl answered with disgust. "She was a bad choice to leave the protection of Metropolis to, Superman."

"Wait!" Captain America interjected. "I believe Supergirl flew into the portal that Doom used to teleport Wanda away. She might be hidden in Doom's country of Latveria. Captain Marvel said something about the omegahedron. Doom needs Wanda to find the gem. You got to bring her back to me, Superman. Ugh."

Superman then noticed the barely conscious form of Captain Marvel on the ground. "Don't let him have the omegahedron. It's an object of great power. It will be a disaster if Doom utilizes it," Captain Marvel said as he collapsed to the ground.

"This looks like a job for Superman. Up, up and away!"

XXX

"Antman! Are you there?" Supergirl called out as she flew away from Dr. Doom's castle with the Scarlet Witch and the omegahedron in tow.

"Yeah, I'm right here on your right shoulder. It's not over yet. There are flying robots coming after us."

Supergirl looked over her shoulder and saw the robots coming blasting away at them. "I don't know if I can get away fast enough and still hold on to Wanda and this gem, Antman."

"You can do it, Supergirl! We're all depending on you.

As she evaded the blasts of the Doom's sentry robots she used her super breath in order to blow the robots back. But while her back was turned a black clad figure flew into Supergirl slamming into and knocking her out cold. Before Supergirl and her friends fell into the ocean the black clad figure grabbed the omegahedron and flew off for Metropolis.

"Do you have the omegahedron?" Lex Luthor asked transmitting from his building in Metropolis.

"I got it," Ursa said to her watch/communication device.

"Good. Don't waste any time. Come to me at once!" Luthor ordered.

XXX

AUTHOR'S NOTES: I want to thank you all for reading and leaving reviews for this fanfic. Be here next time for the adventures of Supergirl! Now I'd like to thank the people who have left me reviews for the last chapter.

Sir Thames, AshK, They call me Bruce, Kool Moe D., Redzorin, luger 7, gen x, cooking babe, Excel.


	9. Omegahedron Resolved

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fanfiction.

_"THOUGHTS" _!!SOUND EFFECTS!!

AUTHOR'S NOTES: I notice a lot of you have skipped over chapters. You can do that if you want but if you haven't read the last chapter you won't know what's going on in this chapter.

Chapter Nine

Ursa flew at super speed to the Lex Corp building unseen by anyone on the outside. "Give me the Omegahedron," Luthor demanded making Ursa comply. "Yes, this is it. Now unlimited power is mine." As Luthor took hold of gem and concentrated the Omegahedron began to glow with power. "How long will this take?"

"We don't know, Mr. Luthor. For all we know it might take hours or days or minutes," one of the techs said in answer.

"Never mind, fool. This object has magical power. I might have to hire a mystic of some kind for information. One way or another I'll have it's power!" Luthor said with determination.

XXX

!!SPLASH!! "Glub, glub," Wanda Maximoff said as she swallowed water, waking up. _"Where am I? Now I remember. Dr. Doom used me to open the Omegahedron. But why am I in the water?" _Wanda thought as she looked down and saw Supergirl and Antman sinking further into the water. _"I'll have to use my probably powers to wake Supergirl up. There, did it!"_

_"What the? Oh! Now I remember. Where's Antman and the Scarlet Witch?" _Supergirl thought as she found the insect hero in her hair holding on for dear life. Then the maid of steel looked up and saw Wanda up near the surface and swam towards her taking her passengers up into the air again in the direction of New York.

"Wanda! You're awake! Did you see what knocked me into the ocean?" Supergirl asked the scarlet avenger.

"I don't know who knocked us into the water but who ever it was took the Omegahedron! I know because I can't sense it anywhere near here."

"Blast it! Powergirl will never let me live this down!"

"Isn't that the least of our problems? The person who struck you down had to have been very powerful. Whoever has the Omegahedron will have a great deal of power," Wanda explained gravely.

"It's not a big problem. I know where it is," Antman said to the surprise of the two super heroines.

"How do you that?" Supergirl asked as she looked towards the small man on her left shoulder.

"I left an ant which I shrunk down into the cracks of that Omega thingie. I'm also in telepathic communication with that ant. I know for sure we're going in the right direction."

"Supergirl!" Superman called out as he saw them and flew towards them.

"Hey, Bro! How you's doing?" Supergirl called out in response.

"I heard there was a big fight at the Avengers Mansion. And there was something about the Omegahedron," Superman said as he flew right next to them.

"We have to get to whomever has it before he or she unlocks it!" the Scarlet Witch interjected with a sense of urgency.

"Wait a minute!" Antman said. "I don't know who has it right now but it's a rich bald guy in a lab."

"Luthor! We're on our way to Lexcorp building. There's no time to lose!" Superman said as he sped up with Supergirl and her passengers in tow.

XXX

"I'll just have to open this thing up myself!" Lex Luthor exclaimed with a force of willpower. Then the Omegahedron began to glow even brighter. "It's working!" Luthor began to grow long flowing red hair. His physique began to grow into a muscular adonis causing him to tear out of his clothing and make him look like a gorgeous barbarian.

**"Alert! Alert! Superman is on his way here! Superman is on his way here. ETA is ten seconds!"**the Lexcorp computerized alarm system sounded.

!!SMASH!! "Superman! You're too late! I've already mastered the power of the Omegahedron. Now I'll be the master of the world!" Luthor exclaimed as he radiated power!

"Hand it over, Luthor!" Superman demanded hovering right in front of the new Lex Luthor who looked like he did when he had hair.

"Never! I do what **I want!"**Luthor then blasted Superman with a wave of pure energy sending him through the wall into the outside. "Don't even think it, you bitch!" Luthor said as he evaded Supergirl's attempt to grasp the diamond-like many sided crystal out of his hand.

"Ursa! Deal with her!" A black blur came out of nowhere smashing into Supergirl taking her through a wall into another area of the building.

_"Dr. Doom used me to ignite that thing. So maybe I can use my probability powers to shut it off. But I don't know how long it will take." _the Scarlet Witch thought to herself. "Scott, can you shrink me down? I want to work unnoticed by Luthor.

"Sure. But it would be safer if you rode with me on my flying ant. You might get stepped on otherwise," Antman answered.

"Once they were both shrunk down, the scarlet clad woman said, "stay out of Superman and Supergirl's way for the time being. As long as they can keep Luthor and his friend distracted I'll be fine."

While the scarlet clad woman used her probability powers to undo what she had been forced to do the battle between Luthor and the super siblings raged on. "You cannot stop me, Superman; my power is greater than yours now," Luthor said as he blasted the Man of Steel again.

"Aargh! It doesn't matter how p-powerful you've become. I'll stop you," Superman groaned as he came closer and closer to the wealthy businessman. Then Superman collapsed to the floor.

!!BLAST!! The Omegahedron was knocked out of Luthor's hands as he turned to see... "Doctor Doom! What do you think you're doing?"

"The Omegahedron is mine, Luthor! So now I'll be taking it back," the armored villain announced with his arms folded while floating in the air.

"Ours, Dr. Doom. Ours!" the Enchantress interjected.

"Supergirl is outside fighting some clone. Your chance for revenge is out there," Doom nodded to the fight going on outside.

"I'll get my revenge but I'll be back." With that the emerald enchantress vanished.

Luthor then grasped the many sided gem and pointed it at Dr. Doom. "Wrong, Doom. Possession is nine tenths of the law. This is mine!"

"Things aren't going to well. I'm going to have to change some probabilities while I'm turning off the Omegahedron and there!" Wanda said using her powers.

Outside Supergirl and Ursa were in a climatic battle going at it toe to toe. "I'm surprised you'd be Luthor's bitch, Ursa is it?" Supergirl asked as they fought.

"I'm no one's bitch! I can't stand goodie two shoes like you and Superman anyway. As soon as possible I'll ditch that balded headed kermudgin." Ursa tried to nail Supergirl with some punches and kicks but didn't get any by Supergirl's defenses. Then Supergirl struck Ursa's stomach with a forward snap kick knocking her back into the building the room they were in before.

!!CRASH!! came Ursa into Luthor knocking the Omegahedron out of his hands and into hers. "Give that to m.." !!BLAST!! Before Luthor could finish his command Dr. Doom blasted him stunning the businessman.

But as Dr. Doom flew towards the many sided gem Ursa blasted him with it. Then the Enchantress showed up next to her. "Give that to me. I know what to do with it. If there's something you want I'll help you get it. Just give me that thing."

"Hey, Ursa! You said something about ditching Lex Luthor. Well here's your chance. Use that things power to be free of whatever Luthor has over you!" Supergirl called out after having flown back into the suite.

"I want to be free of Luthor's control!" Ursa said out loud.

"Fool! You can't be free of my control so easily. Now give it to me or else!" Luthor ordered her.

"No. Go stuff yourself, old man!" the young woman said out loud. "Now I'm going to do what **I want! **Now I'm going to make some changes around here! I want my criminal record erased! And I want the ability to have any kind of clothes I want with just a thought! I want a better looking face and body. Yes that's it!" Ursa smiled as the changes took place.

"Why you traitorous bitch!" Luthor screamed as he attempted to take the gem from her but missed.

"Traitor?! I was practically your punkass bitch. Don't call me a traitor, old man!" Then Ursa pointed the gem at Luthor. "And lose the hair and the muscles!" Luthor gasped as his hair disappeared and he returned back to what he was before he had used the Omegahedron to make himself more powerful.

"I hope you've enjoyed playing with that as if it was some toy. Now give it to me!" Doom ordered with an air of authority.

"Stuff it, Doom. Go back to where you came from!" Ursa ordered sending Dr. Doom back to Latveria. "And now it's your turn, Supergirl. What will I do with you, hmmm?" Ursa used the powerful gem to blast Supergirl with an energy beam that caused her a great deal of pain. "Now who's the bitch, you goody two shoe?"

But while this was going on the Omegahedron's glow disappeared and shut off. "Whew! It's off," Supergirl said getting up.

"What's wrong with this thing?" Ursa said shaking it.

"I shut it off!" Everyone turned to see the Scarlet Witch standing in the room at full height with Antman shrunk at two inches on a flying ant right next to her. Then the other flying ant grew to it's normal but small size coming out of the Omegahedron right next to Antman's flying ant.

"Why you?!" But as Ursa attempted to attack the scarlet clad woman Supergirl intercepted her.

"You think I'm a goody two shoes? I got your goody two shoes. I got your goody two shoes right here, pal," Supergirl said as she knocked Ursa out with a right cross.

"Once again you've ruined my plans! I'll get you for this Supergirl!" the Enchantress exclaimed vanishing in thin air.

XXX

"Thanks for the taking care of Metropolis for me, Supergirl," Superman said while the two were hovering over Metropolis.

"No porblem, bro. Now I have to get back to Bensonhurst. There are some Russian mafia guys who have my name on them."

"All right, Gina. Feel free to visit my folks in Smallville if you like. In fact, Ma's having her birthday in a few days. I hope you'll show up there."

"Sure, Kal. Unless Enchantress or the Immaterial Girl get in the way, I'll be there."

XXX

AUTHOR'S NOTES: If you've enjoyed reading this send me a review. Now I'd like to give props to those who reviewed the last chapter. I also want to give Lorendiac special thanks for reviewing the first chapter of this fanfic.

Excel, AshK, They call me Bruce, Redzorin, Kool Moe D., cooking babe, gen x, Pac Man


	10. You Bet Jurassic

Supergirl Revamped

DISCLAIMER: I do not own Supergirl or D.C. comics. This is simply fanfiction.

_"THOUGHTS" _!!SOUND EFFECTS!!

Chapter Ten

"Are you sure this is such a good idea, Dr. Jones?"

"It will work, Professor Durant."

"If this got in the wrong hands this would be a disaster. Can you imagine what would happen if someone were to use our data to create an army of dinosaurs?"

"**Our **data? You presume much. It was my knowledge of nuclear physics that has enabled all this research. I'll admit your extensive knowledge of dinosaurs and that which was prehistoric had some merit but it was I who has a right to the lion's share of the glory."

"Glory? Are you mad? I'm shutting this down right now!"

"No, you're not." "Dr. Jones" took off his disguise and revealed himself to be...

"Dr. Octopus! But how?" the professor exclaimed.

"I had use of your paltry, idiot-savant skills. Now that the experiment is complete I really don't need you. And since I don't want anyone revealing what I'm going to do..."

"No. No! No!! Aargh!!" the professor screamed as Dr. Octopus used his metallic arms to rip the man apart, killing him.

_"Now that that's over, it's time to bring my plan to fruition. I've already created the control device that will allow me to control the prehistoric amalgamation that will come to be. There's amalgamated DNA here for a Tyrannosaurus Rex, and a Pterodactyl. As soon as it's grown to it's full height, it will be ready. __**I'll be ready!" **_Otto Octavius thought to himself happily as the amalgamated dinosaur started to grow at a fantastic rate within it's cage while being radiated.

"That's all very interesting, doctor," a voice called out.

"Who's that?!" Dr. Octopus growled upset over having his musings interrupted.

An attractive woman with long black hair wearing a long blue cape and what looked like a yellow bikini and high heel boots, walked in the hidden laboratory. "I thought I might be of some use to you," the woman said with a smile as she walked over to the doctor in a seductive manner.

"I enjoy the view but I really don't need any help in instigating my plans. I shall have my revenge of course but I don't see what you could do to help me"

"My name is Psiqueen." _"I have the ability to read minds and attack people on a mental level. I have telekinetic abilities as well," _Psiqueen communicated telepathically.

"I see," Dr. Octopus commented. You might prove useful to me after all. Come to think of it. I recall you working for Intergang. It didn't work out, did it?"

The sexy woman demurred for a moment. "I could easily remind you of all your defeats at the hands of Spider-Man but I won't. I expect the same courtesy. And don't take my beauty for a weakness."

"All right. Your beauty is more of a strength than a weakness anyway. I was planning on setting up another Sinister Six. Are you interested in joining my little group?" Octopus asked as he admired the bikini clad mentalist with a huge smile on his face.

"Of course, that's why I'm here. I have nothing else better to do."

"How did you know I was here?" the doctor asked as he regarded his newest member.

"I'm not some brainless bimbo. I read the mind of the guy with whom you were working. I would have seized control of his work myself if you hadn't beaten me to the punch."

"What stopped you from reading my mind?"

"Your mind was too strong."

"Of course it was. You'll do well to keep that in mind," Dr. Octopus warned with a hint of menace.

"I'll keep it in mind but if you think I'm afraid of you or anyone else..."

"As long as you understand I'm in charge, we'll do just fine. Now I need to make some phone calls. Excuse me."

XXX

A few minutes later, there were four more super villains in the abandoned four story building which was in a secluded area a couple miles from New York. "Greetings, Electro. Now let me introduce a couple of people you might not know so well."

"I'll introduce myself if you don't mind. I am Angle Man!" the man wearing a green bodysuit consisting of a half face mask which showed his Snively Whiplash mustache announced with a sense of flare. His uniform also had a big yellow angle shaped insignia on it which matched the yellow angle device he carried.

"What can this clown do?" the electrician turned super villain asked with contempt.

"We'll get to that," Dr. Octopus explained. "Now I'll introduce the lovely Psiqueen." Psiqueen walked into the room impressing the men there with her appearance.

"What is she, your new girlfriend?" Electro asked not taking his eyes off of her.

"She has mental abilities we might find useful. Tell us what Electro did last night, my dear," the doctor ordered.

"I'm not your dear, Octopus. But here I go. Maxwell Dillon here was at a strip bar. The busty girl who gave him a lap dance was named Cinnamon Buns. At least that's what her stage name was."

"Whoa! I guess you know what I'm thinking now," the electrically powered villain said staring at Psiqueen with a huge, lusty smile on his face.

"In your dreams, you pig," the mentalist answered with a huff.

"You don't need to be a mind reader to know what I'm thinking," Angle Man interjected as he admired the beautiful Psiqueen.

"Unfortunately, I am a mind reader. Can't you guys think of something else?" the bikini clad woman said rolling her eyes.

"And here is the lovely Shadow," Dr. Octopus announced as a black clad ninja woman appeared out of nowhere staring at everyone there.

'How can you tell she's lovely through all those clothes she's wearing?" Angle Man asked. "Besides, she doesn't have the huge rack Psiqueen has."

All of a sudden the ninja appeared in Angle Man's face. "Listen here, Fool! I have skills you know nothing about. I've fought Supergirl to a standstill. So don't under- estimate me," the young Japanese woman threatened whipping out her sword and placing it on his neck.

"I think Angle Man has gotten the message, Shadow. Now. Let us begin." Dr. Octopus began to walk towards a large sliding door.

"Aren't there supposed to be six of us, Octopus? Where's the six member?" Electro asked impatiently.

"But of course." Dr Octopus used one of his metallic arms to press a lever which caused the large wall sized sliding door to move and expose what looked like a 25 foot Tyrannosaurus Rex with Pterodactyl wings and large claw like hands with which it could grasp things or people. His scaly hide was a golden brown color and his teeth were large and sharp. His head looked large for it's body but that didn't seem to bother the creature. After looking down at the people there it roared.

"Holy Toledo!" Angle Man exclaimed as he regarded the mutated dinosaur as it walked over towards them.

"Relax, my friends. I have my pet, Tyrannus, under my control. Stop where you are, Tyrannus!" Dr. Octopus ordered.

"He's bigger than Dragon-Man!" Vulture exclaimed. "How did you come up with that thing, Octavius?"

"It's a long story. I simply used my massive genius to create Tyrannus here," the sugar bowl haircut villain said folding his arms in his chest.

"So when do we start our plans?" Angle Man said.

"I'll tell you."

"Yes. Why don't you tell us all about it!" the mutated dinosaur bellowed.

"What the?! I had no idea it could speak!" Angle Man exclaimed nervously.

"Fool! Maybe I should make a meal of you all right now!" the mutated dinosaur roared.

"You'll do what I say!" Dr. Octopus ordered, calming the mutated dinosaur down.

"I think I'd like to talk to you face to face," Tyrannus said shrinking down to a still tall height of 6 feet 3 inches tall weighing a muscular 250 pounds. "I'll join your little Sinister Six group but I'm hungry and I need to feed!"

"Yes, of course?! I had no idea you could speak. But I run the Sinister Six." Dr. Octopus looked at the shrunken dinosaur with intensity for a moment.

"Yes, but I must feed! the dinosaur man reiterated.

"Of course. Now here are my plans."

XXX

As Supergirl flew home after her adventure with her famous brother she looked forward to a nice evening at home curled up in her favorite chair to catch up on some work when she heard the radio.

_**"News bulletin! There's a large dinosaur flying over 5th Avenue! The Avengers are out of town on a mission in outer space and no one knows where the Fantastic Four is. Word has it the Justice League are on some mission of some kind. But wait! Spider-Man has just swung in the nick of time to save a teenage girl from being the meal of the sharped tooth dinosaur!"**_

!!CLICK!! "Sigh. This looks like a job for Supergirl!" Agnes quickly changed into her uniform and flew off for New York.

XXX

"Eeek!" a hefty middle aged woman screamed as the winged, 25 foot tall Tyrannosaur with arms, grasping claws and large teeth swooped down on her. She was on the ground after having been knocked down by people who had run screaming from the T-Rex.

_"I can't get to her in time!"_Spiderman thought to himself as the dinosaur was about to take a huge bite into the middle aged woman.

!!SWOOSH!! But Supergirl flew in at super speed in the nick of time, scooped the woman up and flew off. !!CHOMP!! "That thing took a bite out of my cape!" Supergirl exclaimed.

"What are you doing here, Supergirl?" Spider-Man asked as he swung by the maid of steel. "I thought you were staying in Metropolis."

"Hey, Spider-Man! How's yous doing? I heard about the flying T-Rex so I flew by here. Ya oughtta be glad I'm here. There's no way you could take that thing on all by yourself."

"Thanks for the help, but I'm been fighting super villains since you were dating your boyfriend, Vinnie," Spider-Man answered as he casually kept up with the maid of steel by spinning webs and swinging through as was needed.

"I come all the way here from Bensonhurst to give ya a hand and you make wisecracks about my love life? Never would I imagine you treating me with such disrespect."

Spider-Man looked at Supergirl for a moment. "That's a pretty good accent you got there. You wanna go out with meee?!" Spider-Man said mimicking an Italian-American accent.

"That's got to be the worst imitation I've ever hoid."

"Really? You ever listen to yourself? I got your accent. I got your accent right here," Spider-Man said, imitating Supergirl's accent. "And that outfit. Can your shirt be any tighter? You're practically bursting out of it."

"My clothes fit just fine. Forgeddabout it."

"Raoor!" Both super heroes heard coming from behind them. As they looked back they saw the huge teeth and smelled the horrid stench coming from the dinosaur's mouth.

"Can you two cut the chit chat and get me out of here?!" the middle aged woman screamed as the flying dinosaur's teeth got closer and closer.

"All right. Hold your horses, lady," Supergirl said as she flew faster, away from the pursuing tyrannosaur. "I'll drop ya off somewhere safe."

There's a building right there where you can drop her off," Spider-Man said pointing in the direction of the building as Supergirl flew over there. As they both landed on said building Spider-Man took hold of Supergirl's passenger and said, "why don't you make yourself useful and hold off the flying T-Rex while I help the lady through this door."

After Spider-Man broke the top locked top door down the lady ran down the stairway like a bat out of hell. "I didn't know a chunky lady like that could run so... Whoa!" Spider-Man exclaimed as his danger sense went off allowing him to leap up and avoid an electrical attack that obliterated the door and surrounding area.

"Yeow!" Supergirl screamed as she was hurt but not damaged by the attack

"You're dead, Spider-Man!" Electro called out as he continued to try and tag the wall crawler with his electrical energy attacks. "That's goes for your new girlfriend as well."

"Don't taze me, Bro!" Spider-Man yelled as he continued to dodge Electro's powerful electric attacks. "I didn't do anything wrong! Why are you tazing me? Whyyy?!"

"I'm sick and tired of hearing that. What are you, some kind of comedian?" Electro called out but he started to smile as the approaching dinosaur came at Spider-Man from behind.

But Supergirl flew into the flying dinosaur man knocking him back away from Spider-Man. "Thanks for the save, Supergirl but I could have easily avoided that."

"All right. I'm going to take out that flying dinosaur before he makes a meal out of... Aargh!" Supergirl screamed as her head felt as if it was on fire.

"Hello, Supergirl. You don't know who I am; I'm the Psiqueen, mistress of mental powers," she said as she floated in the air, making a pose as she mentally blasted the maid of steel again.

Then out of nowhere a black clad woman dressed like a ninja appeared out of nowhere, taking advantage of her opponent's surprise and taking several cheap shots, slashing Supergirl with her powerful sword, shredding her uniform. "Aaagh!"

"Greetings, Supergirl. This joke of a super hero won't be able to help you now," Shadow said in a hiss like voice through her faceless mask.

"A joke?!" Spider-Man exclaimed as he swung towards the ninja and knocked her out with one blow, striking her in the jaw. "**I've **never been treated with such disrespect! Are you OK, Supes?"

"I'm all right. Forgeddabout it. You got awfully lucky, taking that ninja out so quickly. What are you, Irish?"

"Gasp! You might be OK but your clothes aren't. I'm beginning to envy your boyfriend, Vinnie," Spider-Man said as he regarded the buxom, scantily clad Supergirl who was practically wearing only her bra and panties in addition to her cape.

"I don't have a boyfriend named Vinnie! Whoa!" Supergirl went flying back as Psiqueen used telekinesis to slam Supergirl into a nearby building right through a pane glass window while Spider-Man got out of the way in the nick of time. But before Spider-Man could do anything else, he had to evade an attack by Electro.

"Keep dodging, Spider-Man. I'm going to hit you sooner or later."

"You'll never catch me so don't even try it; I'm too fast for you," Spider-Man said as he evaded the blasts and moved in on Electro.

"Who are you pretending to be now? I normally have better things to do than fight you but it was worth it just to be able to see Supergirl without her clothes on. What a pair of assets! I've never... !!KAPOW!!

"You ought to pay more attention, Sparky," Spider-Man said knocking out the electrified villain.

"Well, Spider-Man. Maybe you should pay attention to me," Psiqueen said as she attempted to grab him with her telekinesis.

But Spider-Man still evaded her attacks. "Hmmm. You have a danger sense. How about I use my mental powers to upset your ability to foresee attacks coming at you?" the bikini clad mentalist said as she psi blasted the super powered arachnid.

"Aargh! My head!" Spider-Man screamed, trying to shake off the effects of the mental attack. Then Spider-Man regarded the mentalist. "That won't work a second time."

"How is it that your will is so strong? No matter. I have other powers at my command. Before Spider-Man could fully recover he found himself in the grasp of Psiqueen's telekinetic grip.

"Ungh!" Spider-Man groaned, trying to break out.

"My mental powers aren't as strong as I would like but my telekinesis is a whole other matter. I could keep even Supergirl in my telekinetic grip if necessary."

While this was going on, Supergirl came flying out of the building only to be struck by powerful lashing tail attack by the giant sized dinosaur.

"Gangway!" Supergirl screamed after having been knocked back by a blow from Tyrannus. As Psiqueen turned around she ducked as Supergirl came flying over her.

At that moment, Spider-Man broke free of the Psiqueen's telekinesis since the mentalist's concentration had been broken. "Stupid Dinosaur! Psiqueen said as the flying dinosaur came flying over her chasing after Supergirl.

"Silence, Wench! Lest I make a meal out of you after I've finished with Supergirl!" Tyrannus bellowed as he turned his head towards her only to be struck in the nose with a powerful blow from Supergirl. "Aargh!"

"You wanna piece of me?! You got it!" Supergirl then flew towards the dinosaur, striking the creature in the stomach, adding a great deal of momentum to the strength of her charging move through.

At the same time, Psiqueen was having a hard time using her telekinesis to "grab" Spider-Man again; he was simply too fast. "You got lucky that last time, girlie. Now that I know what's up, I'm not going to let you get a hold of me again."

While this was going on, Supergirl was fighting the prehistoric Tyrannus. "Roaarr! Get out of my way. You're way too tough to be meat for me," Tyrannus bellowed.

"Of course, I'm too tough for ya. You just figuring that out now? What a crock!"

"Eerrr! I'll chew you up and spit you out after I'm done with you, wench!" the flying dinosaur yelled as he flew towards the fleeing Supergirl. "Where are you going, you coward?! Come and face me!"

_"I need to get this thing away from the people of New York. I'll just take this thing all the way to the Atlantic Ocean where we can have an uninterrupted fight," _Supergirl thought to herself as they flew clear of New York.

"You cannot escape me! Now I'm going to... Aargh!" The mutated dinosaur screamed as the maid of steel rammed him through hitting him in the stomach. Supergirl then flew back several miles at super speed and flew into the dinosaur, her super human speed creating a great deal of velocity which added to the power of her charging attack.

"Oof! I won't let you get away with that again, little girl," Tyrannus said as he flew towards his opponent, his teeth chomping in her direction. He had moved with such surprising speed he chomped on Supergirl, swallowing her whole.

"What the?!" Supergirl exclaimed while in the monster's mouth. "I gotta get out of here!" The maid of might got up from her scrunched position and forced open the monster's mouth.

"Roaarrr!" the monster screamed.

"Phew! This guy needs a breath mint so badly!" the maid of steel thought as she endured the putrid smell of his breath. She ignored the not all together eaten, maggot infested bodies of Tyrannus' earlier victims as she proceeded to break out of the dinosaurs mouth by barely flying through it's teeth after opening it's mouth. !!CHOMP!! Supergirl barely got away form the monster's gnashing teeth.

"And now." Supergirl flew away from the giant reptile and came back, slamming into it's nose fists first, drawing blood.

"Aaargh!" the monster screamed, crying out in pain and opening it's mouth to swallow Supergirl up once again. But Supergirl evaded Tyrannus' chomping teeth and used her heat vision, timing it just right in order to blast into the creature's opening and closing mouth.

"Aaaagh!" In a rage Tyrannus swung himself and his long tail around and struck Supergirl with it, knocking the maid of steel right smack into the ocean. !!SPLASH!! But as Supergirl got up from the water the creature was right on top of her, putting it's claws together, striking the top of Supergirl's head in an axe handle fashion, knocking the maid of steel back into the water.

"Where is she now?" the monster bellowed, looking into the water and seeing now signs of her.

"I'm here!" !!KAPOW!! Supergirl had come out of the water right behind Tyrannus, striking him with a powerful roundhouse kick that sent the dinosaur right back in the direction of New York City. "Shoot! I kicked him in the wrong direction; he's headed for the city!" Supergirl said as she flew towards the flying dinosaur at an inhuman speed but before Supergirl could get within striking distance the creature grabbed her, using her own momentum against her, spinning around and throwing her in the direction of the city.

Supergirl kept going until she collided with a large office building, smashing through what was thought to be a shatter proof pane glass window shield. !!SMASH!!

"Ungh!" Supergirl moaned as she shook off the effects her recent collision and the pieces of glass that were in her hair as she got up.

"It's that Supergirl chick from Bensonhurst!" a secretary said, getting out of her office cubicle. Several of the office workers regarded the maid of steel as she got up and flew away, getting back into the fight.

"I'm glad I came to work today. That girl was hot."

"What happened to her costume?! All she had on was her cape, boots, bra and panties!"

"What a pair of assets!" another office worker said as many of the men in the office nodded in agreement.

"This is the end of the line, dinosaur!" Supergirl screamed as she came flying at the creature at super human speed, smashing into it fists first.

"Ungh!" The creature was knocked back, stunned. And before it could recover Supergirl hit it again and again countless times until Tyrannus slumped into unconsciousness.

"Took you long enough," Spider-Man said, standing on a nearby building with Psiqueen, Electro and the shadow ninja tied up with his webbing and unconscious.

"It took while to defeat that thing, Spidey. You got a problem with that?" Supergirl said, hovering in the air with the dinosaur in tow.

"I got no problem. You must have the ability to resist the cold seeing as how you're dressed or should I say undressed?" Spider-Man said, mimicking raising his eye brows with his mask.

"It's just like I'm wearin a bikini or somethin like that. Big deal. Get over it already! Sheesh! What? You haven't seen a gorgeous hard body before?"

"Actually I have." Spider-Man still regarded Supergirl's state of dress or the lack there of before he sensed something coming. "Look out!"

!!ZAP!! Both Supergirl and Spider-Man went down in a heap as an energy beam which covered up the area they were in blasted them into unconsciousness.

"It's done. Now I've not only defeated that loathsome Spider-Man and even the mighty Supergirl, I also have a powerful weapon," Dr. Octopus announced as he welded what looked like a huge, two foot diameter bazooka cannon except more technologically advanced.

"I said I'd deliver, didn't I," the Angleman said with pride after having used his awesome angler device(which looked like a triangular device) to transport Dr. Octopus and himself into Star Labs and even in the Four Freedom's Plaza where Reed richards of the Fantastic Four had a lot of high tech gadgets Dr. Octavius wanted to get his hands on. He used the stolen devices to create the weapon he now welded.

"Don't strain yourself patting yourself on the back. It was **my** genius that created this weapon and brought Tyrannus under my control. And now..."

"Very interesting," a computerized voice called out.

"Who are you?! Dr.Octopus snapped while violently turning towards the sound of the voice, gun ready.

"I am Mechaman," the man wearing a silver colored metal armor answered. "Let's make deal."

XXX

AUTHOR'S NOTES: If you've enjoyed reading this send me a review. Now I'd like to give props to those who reviewed the last chapter.

Excel, AshK, They call me Bruce, Redzorin, Kool Moe D., cooking babe, gen x, Pac Man


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